FORM 10-K 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

For the fiscal year ended              September 1, 1994
                         ----------------------------------------------

                                           OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934   [NO FEE REQUIRED]

For the transition period from                   to
                               ------------------  --------------------
Commission file number              1-10658
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                             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.)

2805 East Columbia Road, Boise, Idaho	               83706-9698
- - ----------------------------------------           ---------------------
(Address of principal executive offices)	       (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
       Title of each class             Name of each exchange on which registered
Common Stock, par value $.10 per share	       New York Stock Exchange
- - --------------------------------------------------------------------------------

         Securities registered pursuant to Section 12(g) of the Act:
                                  None
                         ------------------------
                              (Title of Class)

    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 the voting stock held by nonaffiliates 
of the registrant, based upon the closing price of such stock on 
September 1, 1994, as reported by the New York Stock Exchange, was 
approximately $3.1 billion.  Shares of Common Stock held by each officer 
and director and by each person who owns 5% or more of the outstanding 
Common Stock have been excluded in that such persons may be deemed to be 
affiliates.  This determination of affiliate status is not necessarily a 
conclusive determination for other purposes.

The number of outstanding shares of the registrant's Common Stock as of 
September 1, 1994, was 101,896,582.

                      DOCUMENTS INCORPORATED BY REFERENCE
    Portions of the Proxy Statement for registrant's 1994 Annual Meeting 
of Shareholders to be held on January 30, 1995, are incorporated by 
reference to Part III of this Annual Report on Form 10-K.


                                   PART I
Item 1. Business

General

     Micron Technology, Inc., is a Delaware holding company with the 
following principal operating subsidiaries: Micron Semiconductor, Inc., 
Micron Custom Manufacturing Services, Inc., and Micron Computer, Inc. 
These subsidiaries' operations principally serve the computer, 
telecommunications, and office automation industries. As used in this 
Annual report on Form 10-K, the term "company" means Micron Technology,
Inc., and its subsidiaries.

     Micron Semiconductor, Inc. ("MSI"), the primary operating subsidiary of 
Micron Technology, Inc., designs, manufactures, and markets 
semiconductor memory components primarily for use in various computer 
applications. MSI's products include Dynamic Random Access Memories 
("DRAM"s), Static RAMs ("SRAM"s), specialty DRAMs, and specialty SRAMs. 
Micron Custom Manufacturing Services, Inc., specializes in the custom 
manufacture of complex circuit board assemblies and the recovery and 
test of nonstandard semiconductor memory components. Micron Computer, 
Inc., develops, assembles, and markets high-performance, memory-
intensive personal computers.

     Additional subsidiaries include: Micron Communications, Inc., which is 
engaged in research and development of technologies related to radio 
frequency identification products; Micron Construction, Inc., which 
provides construction management services for facility owners and 
developers; Micron Display Technology, Inc., which is engaged in 
research and development of technologies related to flat panel field 
emission displays; Micron Investments, Inc., which makes investments in 
publicly held securities; Micron Quantum Devices, Inc., which is engaged 
in research and development of nonvolatile semiconductor memory devices; 
and Micron Systems Integration, Inc., which designs, manufactures, and 
markets semiconductor testing equipment, including AMBYX(registered) 
Intelligent Test and Burn-in systems, and high throughput device loading and 
unloading equipment.

Products

     The company's product strategy is focused primarily on the design, 
development, and manufacture of semiconductor memory products for 
standard and custom memory applications, with various packaging and 
configuration options, architectures, and performance characteristics.

     (a) Dynamic Random Access Memory. DRAMs are semiconductor devices which 
store digital information in the form of bits and provide high speed 
storage and retrieval of data. Manufacture of the company's DRAM 
products utilizes proprietary advanced complimentary metal-oxide-silicon 
("CMOS") process technologies. DRAMs are the highest density, lowest 
cost per bit, random access memory component available, and are the most 
widely used semiconductor memory components in most computer systems. 
Demand for the company's products has recently benefited primarily from 
strong market conditions for personal computers and increasingly memory-
intensive software applications. The company's primary product during 
1994 was the 4 Meg DRAM, which sells in multiple configurations, speeds, 
and package types.  The company is currently pursuing internal qualification 
of its 16 Meg DRAM in a 300 mil package, which is expected to be the preferred 
market package, and is beginning to transfer the 64 Meg DRAM from the pilot 
line to the manufacturing area. The 256 Meg DRAM is in the early stages 
of development (see "Research and Development"). Efficient DRAM 
production requires utilization of advanced semiconductor manufacturing 
techniques. The company is engaged in an ongoing effort to enhance its 
production processes to reduce the die size of existing products and 
increase capacity utilization. Smaller die sizes and higher production 
yields reduce manufacturing costs. Development of Video RAMs beyond the 
company's current 2 Meg generation has been terminated, as the company 
pursues development of more cost-effective memory products for graphics 
applications. DRAM sales, including specialty DRAMs, represented 
approximately 73%, 72%, and 79% of total company net sales in fiscal 
1994, 1993, and 1992, respectively.

     (b) Static Random Access Memory. SRAMs perform memory functions much the 
same as DRAMs; however, unlike DRAMs, SRAM memory cells are not required 
to be electronically refreshed, which generally increases the speed at 
which they operate and simplifies system designs. The company's SRAM 
family focuses on the high-performance sector of the SRAM market, which 
requires very high speed access to memory. SRAMs include more complex 
electronic circuitry than DRAMs, resulting in higher per bit production 
costs. The market for high-performance SRAMs has grown with the number 
of applications that require a "buffer" or "cache" of high speed memory 
between the central processing unit and the main DRAM-based memory. The 
company manufactures its current SRAM products utilizing CMOS process 
technologies. The company currently sells 64K, 256K, and 1 Meg SRAMs in 
a variety of configurations, speeds, and package types, and has a 4 Meg 
SRAM under development. SRAM sales represented approximately 8%, 14%, 
and 18% of total company net sales in fiscal 1994, 1993, and 1992, 
respectively.
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     (c) Board-level products. The company manufactures and markets a 
variety of memory-intensive module and complex printed circuit board 
products, all of which utilize semiconductor memory components. The 
company's custom manufacturing efforts are focused on providing a full 
range of turnkey manufacturing services, including design layout and 
product engineering, materials procurement, inventory management, 
quality assurance, and just-in-time delivery. The company's board-level 
products are assembled utilizing surface mount technology ("SMT") that 
can accommodate a high density of memory components. Revenue from sales 
of board-level products reached approximately 7% of consolidated net 
sales in fiscal 1994.

     (d) Personal Computers. The company established a personal computer 
manufacturing operation in fiscal 1992 focusing on high-performance, 
memory-intensive personal computer systems. Revenue from sales of 
personal computers constitute an increasing percentage of total net 
sales and comprised approximately 8% of consolidated net sales in fiscal 
1994.

Marketing and Customers

     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 circumstances historically have made 
the semiconductor industry highly cyclical, particularly in the market 
for DRAMs, which are the company's primary products.

     The company's products are essentially interchangeable with, and have 
similar functionality to, products offered by the company's competition. 
Customers for the company's semiconductor memory products include most 
major domestic computer manufacturers and other customers in the 
computer, telecommunications, and office automation industries. The 
company markets products worldwide through independent sales 
representatives, distributors, and direct sales personnel.
Sales representatives serve on a commission basis and obtain orders 
subject to final acceptance by the company. Shipments against accepted 
orders are made directly to the customer by the company. Distributors 
carry the company's products in inventory and typically sell a variety 
of products, including competitors' products. Under the company's 
distribution agreements, distributors may be entitled to price rebates 
on inventory if the company lowers the price of its products, and to 
rights to return certain company products.

     Many of the company's customers require a thorough review or 
"qualification" of new products and processes. In some instances, 
qualification may take six months or longer. As the company diversifies 
its product lines and reduces the die sizes of existing products, 
acceptance of these products and processes may be inhibited by this 
qualification procedure.There can be no assurance that new products or 
processes will be qualified for purchase by existing customers.

     The company sells products in both domestic and international markets. 
Sales to Compaq Computer Corporation approximated 11% of net sales in 
fiscal 1994 and 10% in fiscal 1993. No customer's sales individually 
comprised 10% or more of net sales in fiscal 1992. Export sales totaled 
approximately $471 million for fiscal 1994, including approximately $248 
million to the Far East and $159 million to Europe. Export sales 
approximated $251 million and $162 million for fiscal years 1993 and 
1992, respectively. Export sales are primarily in United States 
currency. The company incurs import duties on sales into Europe of up to 
14% of the product value. The company's subsidiaries have sales offices 
in the United Kingdom, Germany, Singapore, and Taiwan.

     The company markets its custom manufacturing services through a direct 
sales force that interfaces with independent sales representatives and, 
to a lesser extent, original equipment manufacturers. Board level 
products are also marketed directly to existing DRAM and SRAM component 
customers.

     The company's personal computers are marketed primarily through direct 
advertising. Sales have historically been made through mail and 
telephone orders and through a single retail outlet. Increasingly, sales 
are made through industrial distributors and value-added resellers.

     Consistent with industry practice, the company typically provides a 
limited warranty that its products are in compliance with specifications 
existing at the time of delivery. All other warranties are typically 
disclaimed. Liability for a stated warranty period is usually limited to 
replacement of defective items or return of amounts paid.

Backlog

     The rate of booking new orders varies from month to month and depends 
upon the scheduling practices of individual customers. Cyclical industry 
conditions make it difficult for many customers to enter into long-term, 
fixed-price contracts.  Orders for the company's primary products are 
typically entered into with acknowledgment that the terms may be adjusted to 
reflect market conditions at the delivery date. For the foregoing reasons, 
and because of the possibility of
                                                                           2


customer changes in delivery schedules or cancellation of orders 
without significant penalty, the company does not believe that its 
backlog, as of any particular date, is firm or that it is a reliable 
indicator of actual sales for any succeeding period.

Research and Development

     Rapid technological change and intense price competition place a premium 
on new product and process development efforts. The company's continued 
ability to compete in the memory market will depend in part on its 
ability to continue to develop technologically advanced products and 
processes, of which there can be no assurance. Research and development 
is being performed in strategic areas related to the company's 
historical semiconductor expertise. See "Item 7. Management's Discussion 
and Analysis of Financial Condition and Results of Operations - Certain 
Factors" and "Item 8. Financial Statements and Supplementary Data - Notes to 
Consolidated Financial Statements - Contingencies".

     Internal qualification is under way on the 16 Meg DRAM in a 300 mil 
package, which is expected to be the preferred market package. Internal 
qualification typically occurs at the end of the development cycle 
before initial production quantities are released for qualification by 
major customers. The company's research and development efforts on the 
64 Meg DRAM have progressed and the company is beginning to transfer a 
prototype part from the pilot line to the manufacturing area for further 
product development and evaluation. Additional research and development 
efforts are focused primarily on design and development of the 256 Meg 
DRAM and 4 Meg SRAM. Manufacturing efficiencies from new product and 
process development are incorporated into the manufacture of existing 
products where cost reductions can be realized.

     The company has entered into various research and development cost-
sharing contracts with the Advanced Research Projects Agency ("ARPA") 
aggregating approximately $21 million to pursue multi-year development 
of an advanced 16 Meg SRAM process, a flat panel field emission display, 
and alternative semiconductor materials. The company is also researching 
and developing technologies related to radio frequency identification 
products and nonvolatile memory devices. Research and development 
expenditures were $83 million, $57 million, and $48 million in 1994, 
1993, and 1992, respectively.

Patents and Licenses

     As of September 1, 1994, the company owned 557 United States patents 
relating to the use of its products and processes. In addition, the 
company has numerous United States and foreign patent applications 
pending. There can be no assurance that patents will ever be issued for 
such applications or that any issued patents will be determined to be 
valid.  The company intends to continue to seek patent protection on any 
of its significant patentable technology.

     The company has entered into several cross-license agreements with 
third parties. The agreements require one-time and/or periodic royalty 
payments and expire at various times. A significant portion of the one-
time payments were capitalized and are being amortized over the shorter 
of the estimated useful life of the technology, the patent term, or the 
term of the agreement. Royalty and other product and process technology 
expenses were $128 million, $78 million, and $45 million in fiscal 1994, 
1993, and 1992, respectively. It may be necessary or advantageous in the 
future for the company to obtain additional patent licenses or to renew 
existing license agreements, several of which expire in the next fiscal 
year. The company is unable to predict whether these license agreements 
can be obtained or renewed on terms acceptable to the company.

     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. An adverse 
decision on infringement of patents may have a material adverse effect 
on the company's financial position or results of operations, and may 
require material changes in production processes or products. For 
additional discussion of product and process technology issues, see 
"Item 8. Financial Statements and Supplementary Data - Notes to 
Consolidated Financial Statements - Contingencies".

Competition

     The company's semiconductor memory operations experience intense 
competition from a number of substantially larger foreign and domestic 
companies, including Fujitsu, Ltd., Goldstar Electron, Co., Ltd., 
Hitachi, Ltd., Hyundai Electronics, Co., Ltd., Mitsubishi Electric 
Corp., Motorola, Inc., NEC Corp., Samsung Semiconductor, Inc., Texas 
Instruments, Inc., and Toshiba Corporation. The company has captured a 
very small percentage of the semiconductor memory market and may be at a 
disadvantage in competing against these larger manufacturers with 
significantly greater capital resources, larger engineer/employee bases, 
and more diversified product lines which may provide long-term 
advantages in research and new product development and better enable 
them to withstand periodic downturns in the semiconductor market. In 
addition, the company believes its competition has sufficient resources 
and manufacturing capacity to influence market pricing.
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     As has occurred in the past in reaction to improved market conditions, 
many of the company's competitors are adding new facilities designed to 
use 8-inch wafers, which have approximately 84% greater usable surface 
area than the 6-inch wafer currently used by the company. The company 
believes many competitors are currently achieving significantly lower 
yields for their 16 Meg DRAM products than would 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 fluctuations 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 company's custom manufacturing operations compete against numerous 
domestic and offshore contract manufacturers, including such companies 
as Avex, Benchmark, DOVAtron, Jabil, SCI, and Solectron. In addition, 
the company competes against the in-house manufacturing capabilities of 
its existing customers as well as with certain large computer 
manufacturers, including DEC and IBM. Many of the company's custom 
manufacturing competitors have substantially greater manufacturing, 
financial, and marketing resources dedicated to custom manufacturing. 
These resources and the competitors' multiple domestic and overseas 
manufacturing locations in close geographic proximity to the customer 
base, may place the company's limited custom manufacturing operations at 
a competitive disadvantage.

     The company's personal computer operations experience intense 
competition from a number of domestic and foreign personal computer 
manufacturers, particularly from those who also market personal computer 
systems through direct distribution channels. The company's principal 
personal computer competitors include Compaq Computer Corporation, Dell 
Computer Corporation, and Gateway 2000, Inc. Personal computer products 
are differentiated based primarily on price, performance, reliability, 
service and support. As a result of competitive pricing pressures, the 
margins realized on the company's personal computer products are 
substantially lower than the margins currently realized by the company's 
primary semiconductor memory products.

Manufacturing

     Semiconductor memory manufacturing cost is primarily a function of 
circuit size (since the potential number of good circuits per wafer 
increases with reduced circuit size), number of mask layers, and the 
yield of acceptable die produced on each wafer. Other contributing 
factors are wafer size, number of fabrication steps, costs and 
sophistication of the manufacturing equipment, package type, equipment 
up time, process complexity, and cleanliness. The manufacture of the 
company's semiconductor products is a complex process and involves a 
number of precise steps, including wafer fabrication, assembly, burn-in, 
and final test.

     The company's principal semiconductor memory manufacturing facility 
includes two 6-inch wafer fabrication lines equipped with diffusion 
tubes, photolithography systems, ion implant equipment, chemical vapor 
deposition reactors, sputtering systems, plasma and wet etchers, and 
automated mask inspection systems. The production facility operates in 
12-hour shifts, 24 hours per day, and 7 days per week (in three or four 
day shift cycles) to reduce down time during shift changes, and seeks to 
reduce fabrication costs further through 100% utilization of fabrication 
capacity. Wafer fabrication occurs in a highly controlled, clean 
environment to minimize dust and other yield- and quality-limiting 
contaminants.  Notwithstanding the highly controlled manufacturing operation, 
equipment does not consistently perform flawlessly, and minute impurities, 
defects in the photomasks, or other difficulties in the process may cause a 
substantial percentage of the wafers to be rejected or individual 
circuits to be nonfunctional. The success of the company's manufacturing 
operations will be dependent largely on the ability to minimize such 
impurities and to maximize yield of acceptable, high-quality circuits. 
In this regard, the company employs rigorous quality controls throughout 
the manufacturing, screening, and testing processes.

     After fabrication, each silicon wafer is separated into individual 
circuits. Functional circuits are connected to external leads by 
extremely fine wire and are assembled into plastic packages. Each 
completed package is then inspected, sealed, and tested. The assembly 
process uses high speed automatic systems such as wire bonders, as well 
as semiautomatic plastic encapsulation and solder systems. The company 
tests its products at various stages in the manufacturing process, 
performs high temperature burn-in on finished products, and conducts 
numerous quality control inspections throughout the entire production 
flow. In addition, through the utilization of its proprietary AMBYX line 
of intelligent test and burn-in systems, the company simultaneously 
conducts circuit testing of all die during the burn-in process, thereby 
providing improved quality and reliability data and reduced time and 
cost of testing.
                                                                           4


     The company may convert some or all of its 6-inch wafer fabrication 
lines to 8-inch processing capabilities over the next several years. 
Significant capital expenditures would be required for the conversion 
and there can be no assurance that the conversion can be accomplished 
without disruption of production. Several other semiconductor 
manufacturers are also adding significant manufacturing capacity. All 
semiconductor memory manufacturers compete for and are dependent upon a 
limited number of sophisticated equipment suppliers. The cyclical nature 
of the industry often results in extended lead times for equipment 
deliveries. There can be no assurance the company will not encounter 
delays in the company's currently planned expansion as a result of 
limited availability of equipment.

     The company's custom manufacture of board-level products involves the 
attachment of various electronic components, such as memory components 
and processors, to a printed circuit board. Nearly all of the board-
level products assembled by the company are assembled utilizing SMT, in 
which the component leads are soldered to the printed circuit board 
rather than being inserted into holes as in pin-through-hole technology. 
In-circuit testing verifies that components have been properly inserted 
and that the electrical circuits are complete. Functional and 
environmental tests determine if the board or system assembly is 
performing to customer specifications.

     Component recovery efforts conducted by the company's custom 
manufacturing operations involve the testing and grading of components 
not meeting full industry specifications to determine their highest 
level of functionality. These devices are placed in applications in 
which the functionality meets or exceeds customer requirements, such as 
PCs and peripherals, telephone answering machines, electronic games, 
laser printers, facsimile machines, and cellular telephones.

     The company's personal computers are designed to maximize performance of 
each system utilizing extensive DRAM and SRAM memory. Personal computers 
are assembled to standard and unique customer specifications on an 
integrated production line. Components, subassemblies, and software are 
obtained from a wide range of PC industry suppliers. Each personal 
computer is subjected to a burn-in and test process to ensure high-
quality performance on delivery.

Availability of Raw Materials

     Raw materials utilized by the company generally must meet exacting 
product specifications. The company is generally able to arrange for 
multiple sources of supply, but the number of suppliers capable of 
delivering certain raw materials is very limited. Many semiconductor 
manufacturers are adding new facilities designed to use 8-inch wafers. 
The level of both 6-inch and 8-inch wafers available for semiconductor 
memory production is partially dependent on how readily wafer suppliers 
can increase capacity or create additional capacity to match the demand 
for 8-inch wafers without creating shortages in the supply of 6-inch 
wafers. Other materials used in the manufacture of the company's 
products may experience declines in availability due to the overall 
increase in worldwide semiconductor manufacturing. Although shortages 
have occurred from time to time and lead times have been extended on 
occasion in the industry, the company has not experienced any 
significant production interruption as a result of difficulty in 
obtaining raw materials to date.  Interruption of any one raw material 
source could negatively impact the company's operations.

Environmental Compliance

     Government regulations impose various environmental controls on the 
discharge of chemicals and gasses used in the manufacturing process. The 
company believes that its activities conform to present environmental 
regulations. While the company has not experienced any materially 
adverse effects on its operations from environmental regulations, there 
can be no assurance that changes in such regulations will not impose the 
need for additional capital equipment or other compliance requirements. 
Additionally, the extensive process required to obtain permits for 
expansion of the company's facilities may impact how quickly the company 
can respond to increases in market demand.

Employees

     As of September 1, 1994, the company had approximately 5,450 full-time 
employees, including approximately 4,530 in the semiconductor memory 
manufacturing operations, 440 in the custom manufacturing services 
operations, and 270 in the personal computer manufacturing operations. 
Employment levels can vary depending on market conditions and the level 
of utilization of the company's fabrication, assembly, and test 
facilities, as well as on research and development and product and 
process development activities. Many of the company's employees are 
highly-skilled, and the company's continued success will depend in part 
upon its ability to retain such employees. None of the company's 
employees are represented by a labor organization, the company has never 
had a work stoppage, and the company considers its employee relations to 
be satisfactory.
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Executive Officers of the Registrant
     The executive officers of the company and their ages as of September 1, 
1994 are as follows:
Name Position Age Officer Since - - --------------------- ---------------------------------- --- ------------- Joseph L. Parkinson Chairman of the Board of 49 1980 Directors and Chief Executive Officer; Micron Technology, Inc. James W. Garrett President, Chief Operating 46 1986 Officer, and Director; Micron Technology, Inc. Reid N. Langrill Vice President, Finance, 34 1988 Treasurer, Chief Financial Officer, and Director; Micron Technology, Inc. Kipp A. Bedard Vice President, Investor 35 1990 Relations; Micron Technology, Inc. Nancy M. Self Vice President, Administration; 40 1993 Micron Technology, Inc. Steven R. Appleton Chairman of the Board of 34 1989 Directors, President, and Chief Executive Officer; Micron Semiconductor, Inc. Director; Micron Technology, Inc. Tyler A. Lowrey Vice President, Chief Technical 41 1986 Officer, and Director; Micron Semiconductor, Inc. Larry L. Grant Vice President, General Counsel, 48 1985 and Secretary; Micron Semiconductor, Inc. Thomas M. Trent Vice President; 48 1986 Micron Semiconductor, Inc. Edward J. Heitzeberg Vice President, Quality; 48 1986 Micron Semiconductor, Inc. Norman L. Schlachter Vice President and Treasurer; 36 1989 Micron Semiconductor, Inc. Robert M. Donnelly Vice President, SRAM Products 55 1989 Group; Micron Semiconductor, Inc. Eugene H. Cloud Vice President, Marketing; 52 1990 Micron Semiconductor, Inc. Donald D. Baldwin Vice President, Sales; 34 1991 Micron Semiconductor, Inc. Kenneth G. Smith Vice President, Operations; 45 1992 Micron Semiconductor, Inc. Wilbur G. Stover, Jr. Vice President, Finance, and 41 1992 Chief Financial Officer; Micron Semiconductor, Inc.
6 Background of Executive Officers Joseph L. Parkinson, a co-founder of Micron Technology, Inc., served as its President and a director from July 1980 through January 1986, when he was named Chairman of the Board and Chief Executive Officer. James W. Garrett joined Micron Technology, Inc., in April 1985 as Sales Manager. In January 1986, he became Vice President, Sales and Marketing and held that position until July 1988, when he was named Executive Vice President. He was elected to the Board of Directors in August 1988, and served as Vice Chairman of the Board from April 1991 until July 1992, when he was named President and Chief Operating Officer. Reid N. Langrill joined Micron Technology, Inc., in March 1984 as a financial planner. From December 1986 until July 1988, he served as Controller. In July 1988, he was named Vice President, Finance, Treasurer, and Chief Financial Officer and served in that position until May 1989. He served as Vice President, Business Units from August 1989 until December 1989 when he was named Vice President, Finance, and Chief Financial Officer. In July 1992, Mr. Langrill was elected to the Board of Directors and was also named Treasurer. Kipp A. Bedard joined Micron Technology, Inc., in November 1983 as an accountant and held various management responsibilities until he was appointed Manager of Investor Relations in June 1988. Mr. Bedard held that position until April 1990 when he was named Vice President and Manager of Investor Relations. From July 1992 to January 1994, Mr. Bedard served as Vice President, Public Relations for Micron Semiconductor, Inc. In January 1994, he was named Vice President, Investor Relations for Micron Technology, Inc. Nancy M. Self joined Micron Technology, Inc., in February 1988 as a benefits specialist. In July 1988, she was named Benefits Manager and served in that position until July 1989, when she was named Risk Manager. In March 1993, she was named Vice President, Administration. Steven R. Appleton joined Micron Technology, Inc., in February 1983 and served in various manufacturing management positions until April 1988 when he was named Director of Manufacturing. He was appointed Vice President, Manufacturing in August 1989 and served in that position until April 1991 when he was appointed President and Chief Operating Officer of Micron Technology, Inc. He was elected to the Board of Directors in April 1991. Mr. Appleton served in these positions until July 1992, when he assumed responsibilities as Chairman of the Board, President, and Chief Executive Officer for Micron Semiconductor, Inc. In May 1994, Mr. Appleton was re-elected to the Board of Directors of Micron Technology, Inc. Tyler A. Lowrey joined Micron Technology, Inc., in July 1984 as a senior process engineer. In March 1986, he became a Process Research Development/Device Group Manager and was promoted to Vice President, Process Research and Development, and Assistant Technical Officer in September 1986. In April 1990, he was named Vice President, Research and Development. Mr. Lowrey was appointed to the Board of Directors of Micron Technology, Inc., in August 1990. Mr. Lowrey served in these positions until July 1992, when he was elected a director and named Vice President, Chief Technical Officer for Micron Semiconductor, Inc. Larry L. Grant joined Micron Technology, Inc., in January 1985 and served as General Counsel until July 1985, when he was named Vice President and General Counsel. Mr. Grant served in this position until July 1992, when he was named Vice President, General Counsel and Secretary for Micron Semiconductor, Inc. Thomas M. Trent joined Micron Technology, Inc., in July 1980 as a senior design engineer. From August 1986 to April 1990, Mr. Trent served as Vice President, Research and Development, and Chief Technical Officer, at which time he was named Vice President and Manager of DRAM Design. In June 1991, he assumed responsibilities of all DRAM products and was named Vice President and Manager of DRAM Products Group. Mr. Trent served in these positions until July 1992, when he was named Vice President, DRAM Products Group for Micron Semiconductor, Inc. In April 1993, he was named Vice President for Micron Semiconductor, Inc. Edward J. Heitzeberg joined Micron Technology, Inc., in January 1984 as Information Systems Manager. In March 1986, he became Senior Staff Engineer and served in that capacity until June 1986, when he was named Vice President, Quality. Mr. Heitzeberg served in this position until July 1992, when he was named Vice President, Quality for Micron Semiconductor, Inc. Norman L. Schlachter joined Micron Technology, Inc., in March 1987 as Treasury Manager. From October 1988 until May 1989, he served as Assistant Treasurer, at which time he was named Vice President, Finance, and Treasurer, and Chief Financial Officer. In December 1989, he was named Vice President and Treasurer. Mr. Schlachter served in these positions until July 1992, when he was named Vice President and Treasurer for Micron Semiconductor, Inc. 7 Robert M. Donnelly joined Micron Technology, Inc., in September 1988 and served in various manufacturing management positions until August 1989, at which time he was appointed Vice President, Business Units. From April 1990 to June 1991, Mr. Donnelly served as Vice President and Manager of DRAM Products Group. In June 1991, he was named Vice President and Manager of SRAM Products Group. Mr. Donnelly served in this position until July 1992, when he was named Vice President, SRAM Products Group for Micron Semiconductor, Inc. Eugene H. Cloud joined Micron Technology, Inc., in January 1985 as an applications engineer. In June 1985, he was named Applications Manager. He served in that position until June 1986, when he was named Marketing Manager. In April 1990, he was named Vice President, Semiconductor Marketing. Mr. Cloud served in this position until July 1992, when he was named Vice President, Marketing for Micron Semiconductor, Inc. Donald D. Baldwin joined Micron Technology, Inc., in April 1984 and served in various manufacturing and sales positions until April 1987, when he was named Key Accounts Manager. From April 1990 to May 1991, he served as Manager of North American Sales. In May 1991, he was named Vice President, Sales. Mr. Baldwin served in this position until July 1992, when he was named Vice President, Sales for Micron Semiconductor, Inc. Kenneth G. Smith joined Micron Technology, Inc., in November 1987 as a senior diffusion engineer and held various positions in manufacturing until he was named Fab I/II Manager in May 1989. In July 1992, Mr. Smith was named Vice President, Operations for Micron Semiconductor, Inc. Wilbur G. Stover, Jr., joined Micron Technology, Inc., in June 1989 as an accounting manager. In February 1990, Mr. Stover was named Controller where he served until July 1992, when he was named Vice President, Finance, and Chief Financial Officer of Micron Semiconductor, Inc. Item 2. Properties The company's principal semiconductor manufacturing, engineering, administrative, and support facilities are located on a 665 acre site in Boise, Idaho. All facilities have been constructed since 1981 and are owned by the company. The company has 1,245,000 square feet of building space at this primary site. Of the total, 263,000 square feet are production space, 506,000 square feet are facility support space, and 476,000 square feet are office and other space. The company's custom manufacturing and component recovery operations are housed in a 52,000 square foot facility also located in Boise, Idaho. In addition, the company owns a 128,000 square foot facility and approximately 30 acres of land in Nampa, Idaho, housing the company's personal computer manufacturing operations. The company is in the process of qualifying its newly-constructed central implant building at the main Boise site. This facility is expected to be qualified for the production of commercial volumes in early fiscal 1995. In addition, the company has initiated construction of a .25 micron, 8-inch development facility, and an additional assembly and test facility encompassing a total of approximately 340,000 square feet. The development facility and additional assembly and test facility are expected to be operational in fiscal 1995. Fixed assets with a book value of approximately $74 million are pledged as collateral for outstanding debt and capital leases as of September 1, 1994. Substantially all of the tangible assets of the company's semiconductor memory, and custom manufacturing and component recovery operations not otherwise pledged as collateral for other notes payable and capital leases are pledged as collateral under the company's bank credit agreements. A utility-owned power substation and a vendor-owned and operated nitrogen production plant, each of which is dedicated for the company's use, were constructed on land owned by the company. Item 3. Legal Proceedings As of September 1, 1994, there were no material pending lawsuits to which the company is a party. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of security holders during the fourth quarter of fiscal 1994. 8 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Market for Common Stock Micron Technology, Inc.'s common stock is listed on the New York Stock Exchange and is traded under the symbol MU. The following table represents the high and low sales prices for the company's common stock for each quarter of fiscal 1994 and 1993, as reported by The Wall Street Journal. All stock prices presented have been restated to reflect a 5 for 2 stock split effected in the form of a stock dividend to shareholders of record as of April 1, 1994.
High Low ------ ------ 1994: 4th quarter $44.88 $30.63 3rd quarter 39.90 28.25 2nd quarter 30.60 17.45 1st quarter 25.45 15.15 1993: 4th quarter $22.10 $11.95 3rd quarter 12.60 7.95 2nd quarter 10.30 6.80 1st quarter 8.85 5.80
Holders of Record As of September 1, 1994, there were 2,843 shareholders of record of the company's Common Stock. Dividends The company declared and paid cash dividends totaling $0.12 during fiscal 1994, and $0.02 during each of fiscal 1993 and 1992. The company's Board of Directors further approved a $0.05 per share cash dividend to shareholders of record as of September 30, 1994, for payment on October 24, 1994. Future dividends, if any, will vary depending on the company's profitability and anticipated capital requirements. Item 6. Selected Financial Data (Amounts in millions, except for per share amounts)
1994 1993 1992 1991 1990 -------- ------ ------ ------ ------ Net sales $1,628.6 $828.3 $506.3 $425.4 $333.3 Operating income 620.1 165.9 13.7 11.8 3.8 Net income 400.5 104.1 6.6 5.1 4.9 Fully diluted earnings per share 3.80 1.03 0.07 0.05 0.05 Cash dividend declared per share 0.12 0.02 0.02 -- -- Current assets 793.2 440.1 227.0 213.2 198.1 Total assets 1,529.7 965.7 724.5 705.9 697.3 Long-term debt 124.7 54.4 61.6 69.6 74.1 Shareholders' equity 1,049.3 639.5 511.2 494.8 484.2
See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Certain Factors" for a discussion of material uncertainties which might cause the data reflected herein not to be indicative of the company's future financial condition or results of operations. 9 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations All yearly references are to the company's fiscal years ended September 1, 1994, September 2, 1993, and September 3, 1992, unless otherwise indicated. Fiscal year 1992 contained fifty-three weeks compared to fifty-two weeks in fiscal years 1994 and 1993. All tabular dollar amounts are stated in millions. Overview The company achieved record sales and net income in 1994 primarily as a result of favorable market conditions and increased production of semiconductor memory. Net income for 1994 was $400.5 million, or $3.80 per fully diluted share, on net sales of $1,628.6 million. Fiscal year 1993's net income was $104.1 million, or $1.03 per fully diluted share, on net sales of $828.3 million. Historical per share amounts have been restated to reflect a 5 for 2 stock split effected in the form of a stock dividend to shareholders of record as of April 1, 1994. During fiscal year 1994, the company paid cash dividends totaling $0.12 per share. The company's Board of Directors further approved a $0.05 per share cash dividend to shareholders of record as of September 30, 1994 for payment on October 24, 1994. Future dividends, if any, will vary depending on the company's profitability and anticipated capital requirements. Results of Operations
1994 % Change 1993 % Change 1992 Net sales $1,628.6 96.6% $828.3 63.6% $506.3
The company's overall success continues to be dependent on the memory operations of the company's wholly-owned subsidiary, Micron Semiconductor, Inc. Favorable market conditions for memory products in 1994 resulted in relatively stable pricing. In addition, the company's production of semiconductor memory, as measured in megabits, nearly doubled in 1994 compared to 1993. The increase in volume of semiconductor memory during 1994 was principally due to increased wafer capacity, principally as a result of continued expenditures on equipment and facilities; improved manufacturing yields resulting from increased manufacturing efficiencies; and conversion to further shrinks of existing products. The company has benefited from market supply and demand relationships resulting in relatively stable product pricing for approximately the past nine quarters. Pricing per megabit for DRAM products has historically declined approximately 30% per year on a long-term trend line. While the company expects average selling prices to return to their historical long-term declining trend line, market dynamics make it difficult to forecast when or how quickly average selling prices will fall. The company's principal product in 1994 was the 4 Meg DRAM. Volumes for specialty DRAMs decreased during 1994 as compared to 1993 as the company dedicated more production resources to the 4 Meg DRAM. SRAM net sales were higher in 1994 as compared to 1993, but declined as a percentage of total net sales to approximately 8% in 1994. SRAM net sales were 14% and 18% of total net sales in 1993 and 1992, respectively. Similar to the factors leading to the increase in net sales comparing 1994 to 1993, the increase in net sales for 1993 as compared to 1992 was principally due to higher volumes of semiconductor memory sold and slightly higher average selling prices. Volume increases were achieved through die-size reductions and increased manufacturing yields. Selling prices, on average, were higher in 1993 as compared to 1992 for 4 Meg and 1 Meg DRAM products, but were lower for specialty DRAM and SRAM products.
1994 % Change 1993 % Change 1992 Cost of goods sold $789.4 52.6% $517.2 32.5% $390.3 Gross margin % 51.5% 37.6% 22.9%
The company's overall gross margin percentage improved significantly in 1994 as compared to 1993 due to relatively stable selling prices and reductions in cost per unit of memory sold for DRAM products. Reductions in costs per unit sold were realized primarily from a combination of increased wafer output, yield improvements, die shrinks, and transitions to higher density memory products. Internal qualification is under way on the 16 Meg DRAM in a 300 mil package, which is expected to be the preferred market package. Manufacturing yields associated with the 16 Meg DRAM are currently lower than those for the company's more mature products. A shift to the 300 mil package 16 Meg DRAM as the industry's primary product without significant improvement in the company's manufacturing yields would have a negative impact on the results of operations. 10 Sales of personal computers, and custom modules and boards accounted for approximately 8% and 7%, respectively, of total net sales for 1994. Gross margin percentages for such products are substantially lower than the gross margins currently realized for the company's primary semiconductor products. Should sales of personal computers and custom modules and boards increase as a percentage of total net sales, the company's overall gross margin percentage would decrease. Sales of personal computers for 1993 and 1992 were approximately 4% and 2%, respectively. Net sales for custom modules and boards for 1993 and 1992 were approximately 7% and 8%, respectively. 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 remained relatively constant as a percentage of net sales across all periods presented. Future product and process technology charges may increase, however, as a result of claims that may be asserted in the future. See "Certain Factors". Similar to the factors leading to the increase in gross margin comparing 1994 to 1993, the increase in gross margin in 1993 as compared to 1992 was primarily due to reductions in cost per unit of memory sold realized primarily from die shrinks and yield improvements, and slightly higher average selling prices for DRAM products. These factors were partially offset by increases in amortization of product and process technology associated with a higher level of net sales, and by generally lower average selling prices for SRAM and specialty DRAM products.
1994 % Change 1993 % Change 1992 Selling, general, and administrative $135.7 54.4% $87.9 60.7% $54.7 as a % of net sales 8.3% 10.6% 10.8%
Selling, general, and administrative expenses increased in 1994 as compared to 1993, but decreased as a percentage of net sales. The higher level of selling, general, and administrative expenses for 1994 as compared to 1993 was principally due to higher personnel costs; increased costs incurred in conjunction with the company's action before the International Trade Commission and patent litigation, each of which has been settled; increased sales commissions based on a higher level of net sales; and a higher level of state sales tax. The higher personnel costs in 1994 were principally due to an increase in amounts paid under the company's profit sharing programs. The increase in selling, general, and administrative expenses for 1993 compared to 1992 was principally due to a combination of higher personnel costs, increased sales commissions, settlement costs for the shareholders' class action lawsuit, legal fees associated with the shareholders' suit, and patent litigation.
1994 % Change 1993 % Change 1992 Research and development $83.4 45.5% $57.3 20.4% $47.6 as a % of net sales 5.1% 6.9% 9.4%
Research and development expenses, which vary primarily with the number of wafers and personnel dedicated to new product and process development, were higher for 1994 compared to 1993, but decreased as a percentage of net sales. Efforts in 1994 were focused primarily on development of the 16 Meg DRAM, and design and development of the 64 Meg DRAM and the 4 Meg and 16 Meg SRAMs. Development of VRAMs beyond the company's current 2 Meg generation has been terminated as the company pursues development of more cost-effective alternatives for graphics applications. The company expects research and development expense in the next year to be higher than 1994 as additional resources are dedicated to development of the 16 Meg and 64 Meg DRAMs and to design and develop the 256 Meg DRAM, as well as design and development of new technologies related to radio frequency identification products, nonvolatile semiconductor memory devices, and flat panel field emission displays.
1994 % Change 1993 % Change 1992 Income tax provision $225.3 285% $58.5 1,850% $3.0
The effective tax rate for 1994 was 36% which primarily reflects the statutory corporate tax rate and the net effect of state taxation. State taxes reflect the utilization of $20 million of investment tax credits. The effective tax rate for 1993 and 1992 was 36% and 31%, respectively. Effective September 3, 1993, the company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Adoption of SFAS No. 109 did not have a material effect on the company's financial position or results of operations. 11 Liquidity and Capital Resources The company had cash and liquid investments of $433 million as of September 1, 1994, representing an increase of $247 million during 1994. The company's principal sources of liquidity during 1994 were cash flows from operations of $558 million, equipment financing of $126 million, issuance of long-term debt of $119 million, and proceeds of $12 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 1994 were $251 million for property, plant, and equipment, $119 million for repayments of equipment contracts, $46 million for payments on long-term debt, $18 million for acquisition and license of product and process technology, and $12 million for payments of cash dividends. As of September 1, 1994, the company had commitments of approximately $290 million for equipment purchases and approximately $28 million for the construction of buildings. Anticipated capital expenditures are primarily for remodels and upgrades of existing fabrication facilities and equipment, including upgrading manufacturing equipment to 8-inch wafer processing capability, qualification of a newly constructed central implant facility and a .25 micron 8-inch research and development facility, and construction of an additional assembly and test facility. Completion of these and future projects as currently anticipated will require substantial cash resources including significant payments out of the company's cash flow from near-term operations. The company's bank credit agreements provide for borrowings of up to $130 million under revolving loans expiring through May 1997. Substantially all of the tangible assets of the company's semiconductor memory, and custom manufacturing and component recovery operations not otherwise pledged as collateral for other notes payable and capital leases are pledged as collateral under the agreements. The agreements contain certain financial covenants, including a limitation on the transfer of funds from consolidated subsidiaries to Micron Technology, Inc. The limitation on transfer of funds is not expected to impair the ability of the company to meet its cash obligations. As of September 1, 1994, the company had no borrowings outstanding under the agreements. 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 external sources of cash have been required historically to supplement the company's cash flows from operations to fund these ongoing investments, the company currently expects that it will be able to fund its near-term liquidity needs through cash flows from operations, existing cash and liquid investment balances, and equipment financings. Depending on overall market conditions, the company may borrow amounts available under the bank credit agreements or pursue other external sources of liquidity. 12 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 circumstances 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. Many competitors are believed to be running their 16 Meg DRAM manufacturing operations at significantly lower yields than would be expected when such products mature. Yield improvements by these competitors would dramatically increase semiconductor memory capacity. Excess supply as a result of increased semiconductor manufacturing capacity, adverse market conditions, or currency fluctuations 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 continues to develop a reduced die size 16 Meg DRAM in a 300 mil package, which is expected to be the preferred market package. 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 next fiscal year. The company is not able to predict whether these license agreements can be renewed on terms acceptable to the company. 13 (This page intentionally left blank) 14 Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Financial Statements: Consolidated Statements of Operations for...........................16 Fiscal Years Ended September 1, 1994, September 2, 1993, and September 3, 1992 Consolidated Balance Sheets as of September 1,.......................17 1994, and September 2, 1993 Consolidated Statements of Shareholders'.............................18 Equity for Fiscal Years Ended September 1, 1994, September 2, 1993, and September 3, 1992 Consolidated Statements of Cash Flows for............................19 Fiscal Years Ended September 1, 1994, September 2, 1993, and September 3, 1992 Notes to Consolidated Financial Statements...........................20 Report of Independent Accountants....................................28 Financial Statement Schedules as of September 1, 1994, and for Fiscal Years Ended September 1, 1994, September 2, 1993, and September 3, 1992, are set forth as follows: I. Marketable Securities............................................32 V. Property, Plant, and Equipment...................................33 VI. Accumulated Depreciation and Amortization of.....................34 Property, Plant, and Equipment X. Supplementary Income Statement Information.......................35 Financial statement schedules and captions other than those included are omitted because they are not required or are not applicable, or the required information is given in the consolidated financial statements including the notes thereto. Captions and column headings have been omitted where not applicable. 15 Micron Technology, Inc. Consolidated Statements of Operations (Amounts in millions, except for per share amounts)
September 1, September 2, September 3, Fiscal year ended 1994 1993 1992 - - -------------------------------------------------------------------------------- Net sales $1,628.6 $828.3 $506.3 -------- ------ ------ Costs and expenses: Cost of goods sold 789.4 517.2 390.3 Selling, general, and administrative 135.7 87.9 54.7 Research and development 83.4 57.3 47.6 -------- ------ ----- Total costs and expenses 1,008.5 662.4 492.6 -------- ------ ------ Operating income 620.1 165.9 13.7 Interest income (expense), net 5.7 (3.3) (4.1) -------- ------ ------ Income before income taxes 625.8 162.6 9.6 Income tax provision 225.3 58.5 3.0 -------- ------ ------ Net income $400.5 $104.1 $ 6.6 ======== ====== ====== Earnings per share: Primary $3.83 $1.04 $0.07 Fully diluted 3.80 1.03 0.07 Number of shares used in per share calculation: Primary 104.5 100.2 97.3 Fully diluted 105.2 101.3 97.3
The accompanying notes are an integral part of the financial statements. 16 Micron Technology, Inc. Consolidated Balance Sheets (Dollars in millions, except for par value amount)
September 1, September 2, Fiscal year ended 1994 1993 - - -------------------------------------------------------------------------------- Assets Cash and equivalents $78.4 $47.5 Liquid investments 354.6 138.3 Receivables 235.7 154.7 Inventories 101.1 83.2 Prepaid expenses 3.3 1.5 Deferred income taxes 20.1 14.9 -------- ------- Total current assets 793.2 440.1 Product and process technology, net 48.2 69.7 Property, plant, and equipment, net 663.5 437.8 Other assets 24.8 18.1 -------- ------- Total assets $1,529.7 $965.7 ======== ======= Liabilities and shareholders' equity Accounts payable and accrued expenses $200.2 $155.0 Deferred income 13.0 5.5 Equipment purchase contracts 31.2 24.9 Current portion of long-term debt 29.8 25.4 -------- ------- Total current liabilities 274.2 210.8 Long-term debt 124.7 54.4 Deferred income taxes 54.1 46.2 Other liabilities 27.4 14.8 -------- ------- Total liabilities 480.4 326.2 -------- ------- Commitments and contingencies Shareholders' equity Common stock, $0.10 par value, authorized 150.0 million shares, issued and outstanding 101.9 and 95.8 million shares 10.2 4.0 Additional paid-in capital 369.7 353.3 Retained earnings 670.8 282.5 Unamortized stock compensation (1.4) (0.3) -------- ------- Total shareholders' equity 1,049.3 639.5 -------- ------- Total liabilities and shareholders' equity $1,529.7 $965.7 ======== =======
The accompanying notes are an integral part of the financial statements. 17 Micron Technology, Inc. Consolidated Statements of Shareholders' Equity (Dollars and shares in millions)
September 1, September 2, September 3, 1994 1993 1992 Fiscal year ended Shares Amount Shares Amount Shares Amount - - ------------------------------------------------------------------------------- Common stock Balance at beginning of year 40.1 $ 4.0 38.3 $ 3.8 37.3 $ 3.7 Stock sold 0.9 0.1 1.8 0.2 1.1 0.1 Stock split 60.9 6.1 -- -- -- -- Treasury stock retired -- -- -- -- (0.1) -- ------ ------ ----- ------ ----- ------ Balance at end of year 101.9 $ 10.2 40.1 $ 4.0 38.3 $ 3.8 ====== ====== ===== ====== ===== ====== Additional paid-in capital Balance at beginning of year $353.3 $327.2 $315.1 Stock sold 9.8 18.2 10.4 Stock option plan 2.1 0.2 0.1 Tax effect of stock purchase plans 10.6 7.7 2.7 Stock split (6.1) -- -- Treasury stock retired -- -- (1.1) ------ ------ ------ Balance at end of year $369.7 $353.3 $327.2 ====== ====== ====== Retained earnings Balance at beginning of year $282.5 $180.3 $176.4 Net income 400.5 104.1 6.6 Dividends paid (12.2) (1.9) (1.9) Treasury stock retired -- -- (0.8) ------ ------ ------ Balance at end of year $670.8 $282.5 $180.3 ====== ====== ====== Unamortized stock compensation Balance at beginning of year $ (0.3) $ (0.2) $ (0.5) Stock option plan (2.1) (0.2) (0.1) Stock compensation amortization 1.0 0.1 0.4 ------ ------ ------ Balance at end of year $ (1.4) $ (0.3) $ (0.2) ====== ====== ======
The accompanying notes are an integral part of the financial statements. 18 Micron Technology, Inc. Consolidated Statements of Cash Flows (Dollars in millions)
September 1, September 2, September 3, Fiscal year ended 1994 1993 1992 - - ------------------------------------------------------------------------------- Cash flows from operating activities Net income $400.5 $104.1 $ 6.6 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 138.8 111.9 94.2 Amortization 42.4 26.8 10.9 Increase in receivables (81.0) (76.7) (14.2) Decrease (increase) in inventories (17.9) (8.7) 1.7 Increase (decrease) in accounts payable and accrued expenses 45.2 96.2 (0.6) Other 29.5 3.7 9.7 ------- ------ ------ Net cash provided by operating activities 557.5 257.3 108.3 ------- ------ ------ Cash flows from investing activities Purchase of investments (403.6) (218.0) (96.9) Proceeds from sale and maturity of investments 185.3 114.7 105.7 Expenditures for property, plant, and equipment (251.0) (83.4) (50.9) Purchase of product and process technology (18.0) -- -- Other 7.5 (1.8) (4.8) ------- ------ ------ Net cash used for investing activities (479.8) (188.5) (46.9) ------- ------ ------ Cash flows from financing activities Payments on equipment purchase contracts (119.3) (63.0) (44.5) Proceeds from issuance of debt 119.2 41.7 18.8 Repayments of debt (46.2) (52.8) (28.9) Proceeds from issuance of common stock 12.1 19.3 11.5 Payments of dividends (12.2) (1.9) (1.9) Other (0.4) (0.3) (2.8) ------- ------ ------ Net cash used for financing activities (46.8) (57.0) (47.8) ------- ------ ------ Net increase in cash and equivalents 30.9 11.8 13.6 Cash and equivalents at beginning of year 47.5 35.7 22.1 ------- ------ ------ Cash and equivalents at end of year $ 78.4 $ 47.5 $ 35.7 ======= ====== ====== Supplemental disclosures Income taxes (paid) refunded, net $(197.4) $(22.1) $ 3.2 Interest paid (6.6) (6.1) (5.5) Noncash investing and financing activities: Equipment acquisitions on contracts payable and capital leases 125.6 71.0 51.4 Equipment acquisition in exchange for license of product and process technology -- 8.4 -- Acquisition of product and process technology in exchange for dept -- -- 2.2 Treasury stock retired -- -- 2.0
The accompanying notes are an integral part of the financial statements. 19 Micron Technology, Inc. Notes to Consolidated Financial Statements (All tabular dollar and share amounts are stated in millions) Significant Accounting Policies Basis of presentation: The consolidated financial statements include the accounts of Micron Technology, Inc., and its domestic and foreign subsidiaries (the "company"). The company develops, manufactures, and markets DRAMs, very fast SRAMs, other semiconductor components, board- level and system-level products, and personal computers. All significant intercompany accounts and transactions have been eliminated. Investments in other entities in which the company does not have control are accounted for by the cost method. The company's fiscal year ends on the Thursday closest to August 31. Fiscal years 1994 and 1993 contained fifty-two weeks compared to fifty-three weeks in 1992. Revenue recognition: Revenue from product sales to direct customers is recognized upon shipment. The company defers recognition of sales to distributors, which allow certain rights of return and price protection, until distributors have sold the products. Net sales include amounts earned under cross-license agreements with third parties and amounts received under government contracts. Earnings per share: Earnings per share are 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. On March 1, 1994, the company's board of directors announced a 5-for-2 stock split effected in the form of a stock dividend to shareholders of record as of April 1, 1994. A total of 60,942,448 additional shares were issued in conjunction with the stock split. The company distributed cash in lieu of fractional shares resulting from the stock split. The company's par value of $0.10 per share remained unchanged. As a result, $6.1 million was transferred from additional paid-in capital to common stock. All historical share and per share amounts have been restated to reflect retroactively the stock split. Financial instruments: Cash equivalents include highly liquid short-term investments with original maturities of three months or less, readily convertible to known amounts of cash. The amounts reported as cash and equivalents, liquid investments, receivables, other assets, accounts payable and accrued expenses, and equipment purchase contracts are considered to be reasonable approximations of their fair values. The fair value estimates presented herein were based on market information available to management as of September 1, 1994. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. The reported fair values do not take into consideration potential taxes or other expenses that would be incurred in an actual settlement. Financial instruments that potentially subject the company to concentrations of credit risk, consist principally of cash, liquid investments, and trade accounts receivable. The company invests its cash through high-credit-quality financial institutions and performs periodic evaluations of the relative credit standing of these financial institutions. The company, by policy, limits the concentration of credit exposure by restricting investments with any single obligor, instrument, or geographic area. A concentration of credit risk may exist with respect to trade receivables, as substantially all customers are affiliated with the computer, telecommunications, and office automation industries. The company has a large number of customers worldwide on which it performs ongoing credit evaluations and generally does not require collateral from its customers. Historically, the company has not experienced significant losses related to receivables for individual customers or groups of customers in any particular industry or geographic area. Inventories: Inventories are stated at the lower of average cost or market. Costs include labor, material, and overhead costs, including product and process technology costs. Property, plant, and equipment: Property, plant, and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 5 to 30 years for buildings and 2 to 5 years for equipment. Product and process technology: Costs related to the conceptual formulation and design of products and processes are expensed as research and development. Costs incurred to establish patents and acquire product and process technology are capitalized. Capitalized costs are amortized on the units-of-production method and on the straight-line method over the shorter of the estimated useful life of the technology, the patent term, or the agreement, ranging up to 15 years. Foreign currency: The U.S. dollar is the company's functional currency for financial reporting. 20 Liquid Investments The company adopted Statement of Financial Accounting Standards ("SFAS") No. 115 "Accounting for Certain Investments in Debt and Equity Securities" as of September 1, 1994. Under SFAS No. 115, securities classified as held- to-maturity are stated at amortized cost. Securities classified as available-for-sale and trading are stated at their fair values which approximate cost.
9/1/94 - - ---------------------------------------------------------------------------- Available-for-sale securities: U.S. Government agency securities $ 36.9 State and local governments 2.1 Corporate notes 3.9 Held-to-maturity securities: State and local governments 140.3 Commercial paper 76.9 U.S. Government agency securities 51.1 Corporate notes 28.8 Bankers' acceptances 42.5 Other 7.1 ------- 389.6 Less cash equivalents (35.0) ------- $354.6 =======
Securities classified as held-to-maturity have remaining maturities within one year, and securities classified as available-for- sale mature within one to three years. Receivables
9/1/94 9/2/93 - - ----------------------------------------------------------------------------- Trade receivables $227.6 $155.0 Other 15.9 7.2 Allowance for returns and discounts (4.9) (5.7) Allowance for doubtful accounts (2.9) (1.8) ------ ------ $235.7 $154.7 ====== ====== Inventories 9/1/94 9/2/93 - - ---------------------------------------------------------------------------- Finished goods $ 5.2 $ 7.3 Work in progress 64.2 52.5 Raw materials and supplies 31.7 23.4 ------ ------ $101.1 $ 83.2 ====== ======
21 Product and Process Technology Amortization of capitalized product and process technology costs charged to operations was $40.9 million in 1994; $26.2 million in 1993; and $10.0 million in 1992. Accumulated amortization was $100.4 million and $59.5 million as of September 1, 1994, and September 2, 1993, respectively. Property, Plant, and Equipment
9/1/94 9/2/93 - - ----------------------------------------------------------------------------- Land $ 7.9 $ 7.5 Buildings 260.0 217.6 Equipment 825.5 578.8 Construction in progress 68.7 24.7 ------- ------ 1,162.1 828.6 Less accumulated depreciation and amortization (498.6) (390.8) ------- ------ $663.5 $437.8 ======= ======
Maintenance and repair expenses were $45.9 million in 1994; $38.8 million in 1993; and $30.3 million in 1992. In May 1994, the company purchased approximately 30 acres of land for $258,000 for development and use by the company's personal computer operation and obtained an option on an additional 40 acres from a director of the company. Accounts Payable and Accrued Expenses
9/1/94 9/2/93 - - ----------------------------------------------------------------------------- Accounts payable $ 55.3 $ 34.8 Salaries, wages, and benefits 63.5 28.8 Product and process technology payables 16.6 45.9 Income taxes payable 44.0 30.6 Commissions 4.5 4.7 Other 16.3 10.2 ------ ------ $200.2 $155.0 ====== ======
22 Long-Term Debt
9/1/94 9/2/93 - - ----------------------------------------------------------------------------- Notes payable in monthly installments through May 1999, weighted average interest rate 7.28% and 8.24%, respectively $ 115.7 $ 31.2 Capitalized lease obligations payable in monthly installments through April 1998, weighted average interest rate 7.93% and 8.79%, respectively 12.4 28.5 Noninterest bearing obligation, due June 1997, original face amount $19.8 million (net of discount based on imputed interest rate of 6.50%) 16.6 -- Noninterest bearing obligation, due in annual installments through November 1994, original face amount $50 million (net of discount based on imputed interest rate of 10.25%) 9.8 18.8 Noninterest bearing obligation, due in annual installments through January 1994 (net of discount based on imputed interest rate of 7.41%) -- 1.3 ------- ------ 154.5 79.8 Less current portion (29.8) (25.4) ------- ------ $124.7 $ 54.4 ======= ======
The notes payable are collateralized by plant and equipment with a total cost of approximately $91.2 million and accumulated depreciation of approximately $25.3 million as of September 1, 1994. The company is required to maintain certain financial ratios under loan agreements. Equipment recorded under capital leases, and the accumulated depreciation thereon, were approximately $16.9 million and $8.5 million as of September 1, 1994, and $42.6 million and $20.4 million as of September 2, 1993. Maturities of long-term debt are as follows:
Noninterest Fiscal year Notes payable bearing obligations Capital leases - - -------------------------------------------------------------------------------- 1995 $ 16.3 $ 10.0 $ 4.5 1996 53.5 -- 5.7 1997 21.6 19.7 2.9 1998 17.4 -- 0.8 1999 6.9 -- -- Less discount and interest -- (3.3) (1.5) -------- -------- -------- $ 115.7 $ 26.4 $ 12.4
The company's bank credit agreements provide for borrowings up to $130.0 million expiring through January 1997. Substantially all of the tangible assets of the company's semiconductor manufacturing, and custom manufacturing and component recovery operations not otherwise pledged as collateral for other notes payable and capital leases are pledged as collateral under the agreements. The agreements contain certain financial covenants, including a limitation on the transfer of funds from consolidated subsidiaries to Micron Technology, Inc. The limitation on transfer of funds is not expected to impair the ability of the company to meet its cash obligations. As of September 1, 1994, the company had no borrowings outstanding under the agreements. The estimated fair value of the company's long-term debt as of September 1, 1994 was $155.6 million, based on a discount rate of 6.50%. The estimated fair value of long-term debt was based on interest rates available to the company for issuance of debt with similar terms and remaining maturities. Settlement at the estimated fair values may not be possible due to terms and conditions of existing agreements, or may not be a prudent management decision. Interest income in 1994 is net of $5.8 million of interest expense. Interest expense is net of $4.5 million and $4.2 million of interest income in 1993 and 1992, respectively. Construction period interest of $2.6 million; $0.3 million; and $0.2 million was capitalized in 1994, 1993, and 1992, respectively. 23 Stock Purchase Plans The company's 1985 Incentive Stock Option Plan ("ISO Plan") provides for the granting of incentive or nonstatutory stock options. As of September 1, 1994, there was an aggregate of 12.4 million shares of common stock reserved for issuance of which 9.5 million are committed under the plan. To date, the exercise prices of the incentive and nonstatutory stock options have been 100% and 85%, respectively, of the fair market value of the company's common stock on the date of grant. Options are subject to terms and conditions determined by the Board of Directors, and generally are exercisable in increments of 20% during each year of employment beginning one year from date of grant and expire six years from date of grant. Option activity under the ISO Plan is summarized as follows:
Fiscal year ended 9/1/94 9/2/93 9/3/92 - - ------------------------------------------------------------------------------ Outstanding at beginning of year 1.9 2.6 3.1 Granted 1.4 0.8 0.3 Stock split 3.3 -- -- Terminated or cancelled -- (0.1) -- Exercised (0.8) (1.4) (0.8) ----- ----- ----- Outstanding at end of year 5.8 1.9 2.6 ===== ===== ===== Exercisable at end of year 3.3 0.3 1.2 ===== ===== ===== Shares available for future grants 2.9 1.1 1.9 ===== ===== =====
Options outstanding under the ISO Plan as of September 1, 1994, were at per share prices ranging from $2.60 to $42.66. Options exercised were at per share prices ranging from $2.60 to $23.55 in 1994, $4.25 to $20.28 in 1993, and $4.25 to $19.48 in 1992. The 1989 Employee Stock Purchase Plan allows eligible employees of the company to purchase shares of common stock through payroll deductions. The shares can be purchased for 85% of the lower of the beginning or ending fair market value of each three-month offering period and are restricted from resale for a period of one year from purchase. Purchases are limited to 20% of an employee's eligible compensation. A total of 1.8 million shares are reserved for issuance under the plan, of which 1.0 million shares have been issued as of September 1, 1994. Employee Savings Plan The company has a 401(k) profit-sharing plan ("RAM Plan") in which substantially all employees are participants. Employees may contribute from 2 to 16 percent of their eligible pay to various savings alternatives in the RAM Plan. In fiscal 1994, the company modified the plan to provide for an annual match of the first $1,500 of eligible employee contributions, and for additional contributions based on the company's financial performance. The company's RAM Plan expense was $4.6 million in 1994, $2.4 million in 1993, and $2.0 million in 1992. Commitments As of September 1, 1994, the company had commitments of $289.7 million for equipment purchases and $27.9 million for the construction of buildings. Future obligations under operating leases are not material to the company's operations. Income Taxes Effective the first day of fiscal 1994, the company adopted SFAS No. 109, "Accounting for Income Taxes", which prescribes the liability method of accounting for income taxes. Adoption of SFAS No. 109 did not have a material effect on the company's financial position or results of operations. Prior years accounted for under SFAS No. 96 have not been restated. 24 The provision for income taxes consists of the following:
1994 1993 1992 - - ----------------------------------------------------------------------------- Current: U.S. federal $192.4 57.9 (3.1) State 25.2 4.8 (0.8) Foreign 5.0 1.0 0.1 ------ ------ ----- 222.6 63.7 (3.8) ------ ------ ----- Deferred: U.S. federal $ 2.3 (6.5) 6.1 State 0.4 1.4 0.6 Foreign -- (0.1) 0.1 ------ ------ ----- 2.7 (5.2) 6.8 ------ ------ ----- Income tax provision $225.3 $ 58.5 $ 3.0 ====== ====== =====
The tax benefit associated with disqualifying dispositions by employees of shares issued in the company's stock purchase plans reduced taxes payable by $10.7 million for 1994. Such benefits are credited to additional paid-in capital. A reconciliation between the income tax provision and income tax computed using the federal statutory rate follows: U.S. federal income tax at statutory rate $219.0 $ 56.4 $ 3.3 State taxes, net of federal benefit 16.7 4.0 0.5 Other (10.4) (1.9) (0.8) ------ ------ ----- Income tax provision $225.3 $ 58.5 $ 3.0 ====== ====== =====
State taxes reflect utilization of $20.1 million of investment tax credits. As of September 1, 1994, the company had unused state credits of approximately $2.8 million for tax and financial reporting purposes which expire through 1999. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The approximate tax effect of temporary differences and carryforwards which give rise to the net deferred tax liability are as follows:
1994 ------ Current deferred tax asset: Accrued compensation $ 5.8 Deferred income 3.7 Inventory 2.3 Other 8.3 ------ Net deferred tax asset 20.1 ------ Noncurrent deferred tax asset (liability): Excess tax over book depreciation (58.2) Product and process technology amortization 7.9 Accrued compensation 4.8 Deferred internal patent charges (2.4) Other (6.2) ------ Net deferred tax liability (54.1) ------ Total net deferred tax liability $(34.0) ======
During 1993 and 1992, in accordance with SFAS No. 96, deferred income taxes were provided for significant temporary differences. The significant components of the 1993 deferred tax benefit were $14.5 million for product and process technology, reduced by $2.8 million for depreciation and $6.5 million for other items. Deferred tax expense for 1992 included product and process technology of $3.2 million, depreciation of $1.6 million, and other items of $2.0 million. 25 Export Sales and Major Customers Export sales were $471.0 million, $250.9 million, and $161.7 million in 1994, 1993, and 1992, respectively. Sales to one personal computer manufacturing customer approximated 11% of total net sales in 1994 and 10% of total net sales in 1993. 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 next fiscal year. The company is not able to predict whether these license agreements can be renewed on terms acceptable to the company. On March 9, 1994, the company entered into a patent cross-license agreement with Texas Instruments, Inc. ("TI"). As a result of this agreement, the various patent lawsuits between Micron Semiconductor, Inc., and TI in Idaho, Texas, and Delaware were settled. Similar to a prior cross-license agreement between the parties which expired in 1992, the company will pay ongoing royalties to TI based on sales of DRAMs and other semiconductor devices. The company accrued a sufficient amount to pay the royalties related to sales for periods from expiration of the previous cross-license to the date of the settlement. On November 13, 1992, Micron Semiconductor, Inc., filed a patent infringement action with the United States International Trade Commission ("ITC") against Goldstar Electron Company, Ltd., and Goldstar Electron America, Inc. (collectively, "Goldstar"), and Hyundai Electronics Industries Co., Ltd., and Hyundai Electronics America, Inc. (collectively, "Hyundai"). The company has since entered into patent cross-license agreements with Goldstar and with Hyundai. The ITC action against Goldstar and Hyundai was dismissed. On November 20, 1992, Thorn EMI North America, Inc. ("Thorn"), filed suit against Micron Technology, Inc., and MSI in the federal district court in Wilmington, Delaware, alleging infringement of four of Thorn's patents. On December 4, 1993, the parties entered into a settlement agreement dismissing the lawsuit. The company is currently a party to various other legal actions arising out of the normal course of business, none of which are expected to have a material effect on the company's financial position or results of operations. 26 Quarterly Financial and Market Information (Unaudited) (Dollars in millions, except for per share amounts)
1994 Quarter 1st 2nd 3rd 4th Net sales $320.1 $390.5 $426.4 $491.6 ------ ------ ------ ------ Costs and expenses: Cost of goods sold 166.6 204.1 207.0 211.7 Selling, general, and administrative 34.1 33.1 35.8 32.7 Research and development 14.3 18.7 22.9 27.5 ------ ------ ------ ------ Total costs and expenses 215.0 255.9 265.7 271.9 ------ ------ ------ ------ Operating income 105.1 134.6 160.7 219.7 Interest income, net 0.4 1.0 2.3 2.0 ------ ------ ------ ------ Income before income taxes 105.5 135.6 163.0 221.7 Income tax provision 38.0 48.8 58.7 79.8 ------ ------ ------ ------ Net income $ 67.5 $ 86.8 $104.3 $141.9 ====== ====== ====== ====== Fully diluted earnings per share $0.65 $ 0.83 $ 0.99 $1.34 Quarterly stock price: High $25.45 $ 30.60 $ 39.90 $44.88 Low 15.15 17.45 28.25 30.63 Dividends per share 0.02 -- 0.05 0.05 1993 Quarter 1st 2nd 3rd 4th Net sales $131.0 $176.4 $214.9 $306.0 ------ ------ ------ ------ Costs and expenses: Cost of goods sold 97.8 123.7 132.3 163.4 Selling, general, and administrative 16.3 23.5 21.0 27.1 Research and development 11.6 13.9 14.7 17.1 ------ ------ ------ ------ Total costs and expenses 125.7 161.1 168.0 207.6 ------ ------ ------ ------ Operating income 5.3 15.3 46.9 98.4 Interest expense, net (1.1) (1.2) (0.8) (0.2) ------ ------ ------ ------ Income before income taxes 4.2 14.1 46.1 98.2 Income tax provision 1.5 5.1 16.6 35.3 ------ ------ ------ ------ Net income $2.7 $ 9.0 $ 29.5 $ 62.9 ====== ====== ====== ====== Fully diluted earnings per share $0.03 $ 0.09 $ 0.29 $ 0.61 Quarterly stock price: High $8.85 $ 10.30 $ 12.60 $ 22.10 Low 5.80 6.80 7.95 11.95 Dividends per share 0.02 -- -- --
The company declared and paid cash dividends totaling $0.12 and $0.02 per share in fiscal years 1994 and 1993, respectively. The company's Board of Directors further approved a $0.05 per share cash dividend to shareholders of record as of September 30, 1994, for payment on October 24, 1994. Future dividends, if any, will vary depending on the company's profitability and anticipated capital requirements. As of September 1, 1994, the company had 2,843 shareholders of record. Net sales for the fourth quarter of 1993 includes $8.4 million from licensing product and process technology. 27 Report of Independent Accountants The Shareholders and Board of Directors Micron Technology, Inc. We have audited the consolidated financial statements and financial statement schedules of Micron Technology, Inc., and subsidiaries listed in the index on page 15 of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Micron Technology, Inc., and subsidiaries as of September 1, 1994, and September 2, 1993, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 1, 1994, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. As discussed in the contingencies note to the consolidated financial statements, management can give no assurance that the amounts accrued as of September 1, 1994, for estimated costs of settlement or adjudication of asserted and unasserted claims for infringement of product and process technology rights held by others, have been adequate, nor can management estimate the range of additional possible loss, if any, from resolution of these uncertainties. Coopers & Lybrand L.L.P. Boise, Idaho September 22, 1994 28 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions Certain information concerning the registrant's executive officers is included under the caption "Executive Officers of the Registrant" following Part I, Item 1 of this report. Other information required by Items 10, 11, 12 and 13 will be contained in the registrant's Proxy Statement which will be filed with the Securities and Exchange Commission within 120 days after September 1, 1994, and is incorporated herein by reference. 29 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) The following documents are filed as part of this report: Consolidated financial statements and financial statement schedules -- see "Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Contingencies".
Exhibit Description - - ------- ---------------------------------------------------------------- 3.1 Certificate of Incorporation of the Registrant, as amended. 3.7 Bylaws of the Registrant, as amended. 10.82 Form of Indemnification Agreement between the Registrant and its officers and directors. 10.91 Board Resolution regarding stock and bonus plan vesting schedules in the event of change in control of the Registrant. 10.92 Additional provisions related to Management Bonus Arrangements for Certain Executive Officers. 10.96 Form of Termination Agreement for members of the Registrant's Operations Committee and other Officers of the Company. 10.100 Amended and Restated 1985 Incentive Stock Option Plan. 10.103 Real Estate Agreement and Addendum dated May 29, 1991 between the Registrant and Thomas T. Nicholson, Allen T. Noble, Don J. Simplot, J. R. Simplot, Ronald C. Yanke, Semienterprises, a partnership and Macron, a partnership. 10.105 Form of Management bonus arrangements for Executive Officers of Micron Technology, Inc., and Micron Semiconductor, Inc., for 1993. 10.109 Form of Management bonus arrangements for Executive Officers of Micron Technology, Inc., and Micron Semiconductor, Inc., for 1994. 11.1 Computation of Per Share Earnings. 21.1 Subsidiaries of the Registrant. 23.1 Consent of Independent Public Accountants. 27.1 Financial Data Schedule - - -------------------------------------------- Incorporated by Reference to Proxy Statement for the 1986 Annual Meeting of Shareholders. Incorporated by Reference to Annual Report on Form 10-K for the fiscal year ended August 31, 1989. Incorporated by Reference to Annual Report on Form 10-K for the fiscal year ended August 30, 1990. Incorporated by Reference to Registration Statements on Forms S-8 (Reg. Nos. 33-38665, 33-38926, and 33-52653). Incorporated by Reference to Annual Report on Form 10-K for the fiscal year ended September 3, 1992. Incorporated by Reference to Annual Report on Form 10-K for the fiscal year ended September 2, 1993.
Exhibit numbers from Registration Statement on Form S-1 (Reg. No. 2-93343) retained, where applicable. (b)Reports on Form 8-K: The registrant did not file any Reports on Form 8-K during the quarter ended September 1, 1994. 30 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 Boise, State of Idaho, on the 22nd day of September, 1994. MICRON TECHNOLOGY, INC. By /s/ Reid N. Langrill ----------------------- Reid N. Langrill, Vice President, Finance, Treasurer, and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - - ------------------------ ------------------------------- ------------------ /s/ Joseph L. Parkinson Chairman of the Board and Chief September 22, 1994 - - ----------------------- Executive Officer (Joseph L. Parkinson) (Principal Executive Officer) /s/ James W. Garrett Director, President, and Chief September 22, 1994 - - ----------------------- Operating Officer (James W. Garrett) /s/ Reid N. Langrill Director; Vice President, September 22, 1994 - - ----------------------- Finance, Treasurer, and Chief (Reid N. Langrill) Financial Officer (Principal Financial and Accounting Officer) /s/ Steven R. Appleton Director; Chairman, President, September 22, 1994 - - ---------------------- and Chief Executive Officer, (Steven R. Appleton) Micron Semiconductor, Inc. /s/ Jerry M. Hess Director September 22, 1994 - - ---------------------- (Jerry M. Hess) /s/ Robert A. Lothrop Director September 22, 1994 - - ----------------------- (Robert A. Lothrop) /s/ Thomas T. Nicholson Director September 22, 1994 - - ----------------------- (Thomas T. Nicholson) /s/ Allen T. Noble Director September 22, 1994 - - ----------------------- (Allen T. Noble) /s/ Don J. Simplot Director September 22, 1994 - - ----------------------- (Don J. Simplot) /s/ John R. Simplot Director September 22, 1994 - - ----------------------- (John R. Simplot) /s/ Gordon C. Smith Director September 22, 1994 - - ----------------------- (Gordon C. Smith)
31 MICRON TECHNOLOGY, INC. Schedule I Marketable Securities (Dollars in millions)
Principal Amortized Market Carrying Issuer Amount Cost Value Value --------- --------- ------ -------- U.S. Government and agencies $ 87.9 $ 88.0 $ 87.3 $ 88.0 ------ ------ ------ ------ Local governments and agencies: Intermountain Power Agency 7.3 7.6 7.6 7.6 Temple University 5.0 5.0 5.0 5.0 Maricopa County, Arizona 4.3 4.2 4.2 4.2 Long Beach Calif Hbr Dept 3.0 3.0 3.0 3.0 Boise City 4.9 4.9 4.9 4.9 North Little Rock Ark Elect. 3.1 3.3 3.3 3.3 Atlanta GA Wtr and Swr 3.0 3.1 3.1 3.1 Clark County, Nevada 3.0 3.1 3.1 3.1 Port Authority Allegheny Cnty 2.6 2.6 2.6 2.6 North Carolina Muni Power Authority 2.5 2.6 2.6 2.6 North Carolina Eastern Muni Power 2.4 2.5 2.5 2.5 New York St Dorm Auth Rev 2.2 2.3 2.3 2.3 San Marcos Calif Pub Facs Auth 2.2 2.1 2.1 2.1 Shelby Cnty Tennessee 2.0 2.1 2.1 2.1 Other local governmentals and agencies 27.2 27.7 27.7 27.7 ------ ------ ------ ------ Total local governments and agencies 74.7 76.1 76.1 76.1 ------ ------ ------ ------ Commercial paper: Transamerica Finance Corp. 15.0 14.7 14.7 14.7 Bankers Trust Co. 5.0 4.9 4.9 4.9 General Electric Co. 11.0 10.8 10.8 10.8 American Express 10.0 10.0 10.0 10.0 Chemical Bank 8.0 7.9 7.9 7.9 Other commercial paper 28.9 28.6 28.6 28.6 ------ ------ ------ ------ Total commercial paper 77.9 76.9 76.9 76.9 ------ ------ ------ ------ State governments and agencies: State of Idaho 10.0 10.1 10.0 10.1 State of Washington 4.4 4.5 4.4 4.5 State of Iowa 4.0 4.0 4.0 4.0 State of Wisconsin 3.0 3.0 3.0 3.0 Other State governments and agencies 26.8 27.8 27.8 27.8 ------ ------ ------ ------ Total State governments and agencies 48.2 49.4 49.2 49.4 ------ ------ ------ ------ Bankers' acceptances: Chemical Bank 5.0 4.9 4.9 4.9 U.S. Bank of Washington 9.0 8.8 8.8 8.8 Other bankers' acceptances 29.1 28.8 28.8 28.8 ------ ------ ------ ------ Total bankers' acceptances 43.1 42.5 42.5 42.5 ------ ------ ------ ------ Corporate notes: General Electric Co. 5.1 5.1 5.1 5.1 Other corporate notes 27.4 27.6 27.5 27.6 ------ ------ ------ ------ Total corporate notes 32.5 32.7 32.6 32.7 ------ ------ ------ ------ Muni preferred funds 16.9 16.9 16.9 16.9 ------ ------ ------ ------ Other 7.1 7.1 7.1 7.1 ------ ------ ------ ------ $388.3 $389.6 $388.6 $389.6 ====== ====== ====== ======
32 MICRON TECHNOLOGY, INC. Schedule V Property, Plant, and Equipment (Dollars in millions)
Balance at Balance Beginning Additions at End of Period at Cost Retirements Other of Period ---------- --------- ----------- ----- ---------- Year ended September 1, 1994: Land $ 7.5 $ 0.4 $ -- $ -- $ 7.9 Buildings 217.7 0.6 (0.5) 42.2 260.0 Equipment 578.8 275.9 (36.4) 7.2 825.5 Construction 24.6 93.5 -- (49.4) 68.7 ------- ------- ------ ------- -------- Totals $ 828.6 $ 370.4 $(36.9) $ 0.0 $1,162.1 ======= ======= ====== ======= ======== Year ended September 2, 1993: Land $ 7.0 $ 0.5 $ -- $ -- $ 7.5 Buildings 212.6 0.1 (1.0) 6.0 217.7 Equipment 471.2 118.4 (20.0) 9.2 578.8 Construction 3.3 36.5 -- (15.2) 24.6 ------- ------- ------ ------- -------- Totals $ 694.1 $ 155.5 $(21.0) $ 0.0 $ 828.6 ======= ======= ====== ======= ======== Year ended September 3, 1992: Land $ 5.7 $ 1.3 $ -- $ -- $ 7.0 Buildings 207.2 -- (0.3) 5.7 212.6 Equipment 400.1 85.4 (20.3) 6.0 471.2 Construction 2.7 12.3 -- (11.7) 3.3 ------- ------- ------ ------- -------- Totals $ 615.7 $ 99.0 $(20.6) $ 0.0 $ 694.1 ======= ======= ====== ======= ========
33 MICRON TECHNOLOGY, INC. Schedule VI Accumulated Depreciation and Amortization of Property, Plant, and Equipment (Dollars in millions)
Additions Balance at Charged to Beginning of Costs and Balance at Period Expenses Retirements End of Period ------------ ---------- ----------- ------------- Year ended September 1, 1994: Buildings $ 72.8 $ 14.2 $ -- $ 87.0 Equipment 318.0 124.6 (31.1) 411.5 --------- --------- -------- --------- Totals $ 390.8 $ 138.8 $ (31.1) $ 498.5 ========= ========= ======== ========= Year ended September 2, 1993: Buildings $ 59.8 $ 13.9 $ (0.9) $ 72.8 Equipment 238.0 98.0 (18.0) 318.0 --------- --------- -------- --------- Totals $ 297.8 $ 111.9 $ (18.9) $ 390.8 ========= ========= ======== ========= Year ended September 3, 1992: Buildings $ 46.3 $ 13.7 $ (0.2) $ 59.8 Equipment 180.0 80.5 (22.5) 238.0 --------- --------- -------- --------- Totals $ 226.3 $ 94.2 $ (22.7) $ 297.8 ========= ========= ======== =========
34 MICRON TECHNOLOGY, INC. Schedule X Supplementary Income Statement Information (Dollars in millions)
Charged to Costs and Item Expenses - - ---------------------------------------------- ---------- Year-ended September 1, 1994: 3. Taxes, other than payroll and income taxes: Property taxes $ 8.7 4. Royalties 128.3 Year-ended September 2, 1993: 3. Taxes, other than payroll and income taxes: Property taxes $ 7.9 4. Royalties 77.8 Year-ended September 3, 1992: 3. Taxes, other than payroll and income taxes: Property taxes $ 6.9 4. Royalties 45.2
35 INDEX TO EXHIBITS
Exhibit Description - - ------- ------------------------------------------- 3.1 Certificate of Incorportation of Registrant 3.7 Bylaws of the Registrant as amended 11.1 Computation of Per Share Earnings 21.1 Subsidiaries of the Registrant 23.1 Consent of Independent Accountants 27.1 Financial Data Schedule
                            EXHIBIT 3.1

CERTIFICATE OF INCORPORATION
OF
MICRON TECHNOLOGY, INC.
* * * * *

1.	The name of the corporation is 
	MICRON TECHNOLOGY, INC.

2.	The address of its registered office in the State of 
Delaware is No. 100 West Tenth Street, in the City of 
Wilmington, County of New Castle.  The name of its 
registered agent at such address is The Corporation Trust 
Company.

3.	The nature of the business or purposes to be conducted 
or promoted is to engage in any lawful act or activity for 
which corporations may be organized under the General 
Corporation Law of Delaware.

4.	The total number of shares of stock which the 
corporation shall have authority to issue is fifty million 
(50,000,000) and the par value of each of such shares is Ten 
Cents ($0.10) amounting in the aggregate to Five Million 
Dollars ($5,000,000.00).

	At all elections of directors of the corporation, each 
stockholder shall be entitled to as many votes as shall 
equal the number of votes which (except for such provision 
as to cumulative voting) he would be entitled to cast for 
the election of directors with respect to his shares of 
stock multiplied by the number of directors to be elected by 
him, and he may cast all of such votes for a single director 
or may distribute them among the number to be voted for, or 
for any two or more of them as he may see fit.

5.	The name and mailing address of each incorporator is as 
follows:

NAME                    MAILING ADDRESS
W. J. Reif              100 West Tenth Street
                        Wilmington, Delaware 19801

V. A. Brookens          100 West Tenth Street,
                        Wilmington, Delaware 19801

J. L. Austin            100 West Tenth Street,
                        Wilmington, Delaware 19801

6.	The corporation is to have perpetual existence.

7.	In furtherance and not in limitation of the powers 
conferred by statute, the board of directors is expressly 
authorized to make, alter or repeal the by-laws of the 
corporation.

8.	Elections of directors need not be by written ballot 
unless the by-laws of the corporation shall so provide.

	Meetings of stockholders may by held within or without 
the State of Delaware, as the by-laws may provide.  The 
books of the corporation may be kept (subject to any 
provision contained in the statutes) outside the State of 
Delaware at such place or places as may be designated from 
time to time by the board of directors or in the by-laws of 
the corporation.

9.	The corporation reserves the right to amend, alter, 
change or repeal any provision contained in this certificate 
of incorporation, in the manner now or hereafter prescribed 
by statute, and all rights conferred upon stockholders 
herein are granted subject to this reservation.


	WE, THE UNDERSIGNED, being each of the incorporators 
hereinbefore named, for the purpose of forming a corporation 
pursuant to the General Corporation Law of the State of 
Delaware, do make this certificate, hereby declaring and 
certifying that this is our act and deed and the facts 
herein stated are true, and accordingly have hereunto set 
our hands this 6th day of April, 1984.

                                     W. J. REIF
                                     --------------------
                                     W. J. REIF

                                     V. A. BROOKENS
                                     --------------------
                                     V.A. BROOKENS

                                     J. L. AUSTIN
                                     --------------------
                                     J. L. AUSTIN


CERTIFICATE OF FIRST AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.

	The undersigned, Juan A. Benitez, President and Cathy 
L. Smith, Corporate Secretary of Micron Technology, Inc. a 
Delaware corporation, hereby certify that the following 
amendment to the Certificate of Incorporation of Micron 
Technology, Inc. has been duly adopted in accordance with 
Section 242 of the General Corporation Law of the State of 
Delaware, as amended.  Said amendment was adopted by a 
resolution of the Board of Directors on October 27, 1986 
which sets forth the proposed amendment, declared its 
advisability and directed that it be considered at the 
Annual Meeting of Shareholders.  At the regularly scheduled 
Annual Meeting of Shareholders held on January 26, 1987, 
after due notice thereof in accordance with the law, a 
majority of said shareholders entitled to vote thereon has 
been voted in favor of said amendment.  Said amendment as 
adopted and approved adds the following provisions to the 
Certificate of Incorporation:

	10.	Pursuant to, and to the full extent permitted by 
Section 102(b) and any other relevant provisions of the 
General Corporation Law of the State of Delaware, no 
director shall be liable to the corporation or its 
stockholders for monetary damages for breach of fiduciary 
duty as a director, provided that this provision shall not 
eliminate or limit the liability of a director (i) for any 
breach of director's duty of loyalty to the corporation or 
its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing 
violation of law, (iii) under Section 174 of the General 
Corporation Law of the State of Delaware, or (iv) for any 
transaction from which the director derived an improper 
personal benefit.

	11.	Pursuant to, and to the full extent permitted by, 
Section 145 and any other relevant provisions of the General 
Corporation Law of the State of Delaware, the corporation 
shall, and is hereby obligated to, indemnify any person, or 
the heirs, executors, or administrators of such person, who 
was or is a party or is threatened to be made a party to any 
threatened, pending, or completed action, suit, or 
proceeding, whether civil, criminal, administrative, or 
investigative, by reason of the fact that such person is or 
was a director, officer, employee, or agent of the 
corporation, or is or was serving at the request of the 
corporation as a director, officer, employee, or agent of 
another corporation, partnership, joint venture, trust, or 
other enterprise.  The corporation shall, and is hereby 
obligated to, indemnify any of said persons in each and 
every situation where the corporation is obligated to make 
such indemnification pursuant to said statutory provisions.  
The corporation shall also, and is hereby obligated to, 
indemnify any of said persons in each and every situation 
where, under the aforesaid statutory provisions, the 
corporation is not obligated, but is nevertheless permitted 
or empowered, to make such indemnification, it being 
understood that, prior to making such indemnification, the 
corporation shall make, or cause to be made, such 
determinations or decisions, following such procedures or 
methods, as are required by said statutes.

	IN WITNESS WHEREOF, we have hereunto set our hands and 
affixed the corporate seal of said corporation as of this 
28th of January 1987.
                                Juan A. Benitez
                                --------------------------
                                Juan A. Benitez, President
Cathy L. Smith
- - -------------------------
Cathy L. Smith, Secretary


ACKNOWLEDGMENT

STATE OF IDAHO

COUNTY OF ADA

	The foregoing instrument was acknowledged before me 
this 28th day of January, 1987 by Juan A. Benitez, as 
President and Cathy L. Smith, as Corporate Secretary of 
Micron Technology, Inc., a Delaware corporation, on behalf 
of the corporation and that the same is the act and deed of 
the corporation and the facts stated therein are true.

                                                      Jill L. Henson
					Notary Public --------------
                                                              7/88
					My commission expires ------

(SEAL)


CERTIFICATE OF SECOND AMENDMENT 
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.

	The undersigned, Randal W. Chance, President and Chief 
Operating Officer and Cathy L. Smith, Corporate Secretary of 
Micron Technology, Inc. a Delaware corporation, hereby 
certify that the following amendment to the Certificate of 
Incorporation of Micron Technology, Inc. has been duly 
adopted in accordance with Section 242 of the General 
Corporation Law of the State of Delaware, as amended.  Said 
amendment was adopted by a resolution of the Board of 
Directors on October 31, 1988 which sets forth the proposed 
amendment, declared its advisability and directed that it be 
considered at the Company's Annual Meeting of Shareholders.  
At the regularly scheduled 1988 Annual Meeting of 
Shareholders held on January 30, 1989, after due notice 
thereof in accordance with the law, a majority of the 
outstanding stock entitled to vote thereon has been voted in 
favor of said amendment.  Said amendment as adopted and 
approved amends paragraph 4 of the Certificate of 
Incorporation to read as follows:

	4.	The total number of shares of stock which the 
corporation shall have authority to issue is one hundred 
million (100,000,000) and the par value of each of such 
shares is Ten Cents ($0.10) amounting in the aggregate to 
Ten Million Dollars ($10,000,000.00)

	IN WITNESS WHEREOF, we have hereunto set our hands and 
affixed the corporate seal of said corporation as of the 
31st of January, 1989.
                                        Randal W. Chance
                                        -------------------------------
					Randal W. Chance, President and 
                                        Chief Operating Officer
Cathy L. Smith
- - -----------------------------------
Cathy L. Smith, Corporate Secretary

ACKNOWLEDGEMENT

STATE OF IDAHO

COUNTY OF ADA

     The foregoing instrument was acknowledged before me this 31st day of
January, 1989 by Randal W. Chance, as President and Chief Operation
Officer and Cathy L. Smith as Corporate Secretary of Micron Technology,
Inc., a Delware corporation, on behalf of the corporation and that the
same is the act and deed of the corporation and the facts stated therein
are true.

                                           Benicia R. Morrison
                            Notary Public  ---------------------
                                           6-24-94
                    My Commission Expires  ---------------------
(SEAL)

CERTIFICATE OF THIRD AMENDMENT 
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.

	The undersigned, James W. Garrett, President and Chief Operating 
Officer and Jill L. Devereaux, Assistant Corporate Secretary of 
Micron Technology, Inc. a Delaware corporation, hereby certify that 
the following amendment to the Certificate of Incorporation of Micron 
Technology, Inc. has been duly adopted in accordance with Section 242 
of the General Corporation Law of the State of Delaware, as amended.  
Said amendment was adopted by a resolution of the Board of Directors 
on December 2, 1993 which set forth the proposed amendment, declared 
its advisability and directed that it be considered at the Company's 
Annual Meeting of Shareholders.  At the regularly scheduled 1993 
Annual Meeting of Shareholders duly held on January 31, 1994, after 
due notice thereof in accordance with applicable law, a majority of 
the outstanding stock entitled to vote thereon voted in favor of said 
amendment.  Said amendment as adopted and approved amends paragraph 4 
of the Certificate of Incorporation to read as follows:

	4.	The total number of shares of stock which the 
corporation shall have authority to issue is one hundred 
fifty million (150,000,000) and the par value of each of 
such shares is Ten Cents ($0.10).

	IN WITNESS WHEREOF, this Certificate of Third Amendment to the 
Company's Certificate of Incorporation has been executed this 8th day
of February, 1994.

                                        James W. Garrett
                                        -------------------------------
					James W. Garrett, President and 
                                        Chief Operating Officer
Jill L. Devereaux
- - -----------------------------------
Jill L. Devereaux, Assistant Corporate 
Secretary

	I, Sherilyn Maxfield, a notary public, do hereby certify 
that on this 8th day of February, 1994, personnally appeared 
before me James W. Garrett and Jill L. Devereaux who, being by me
first duly sworn, declared that they are the President and Chief 
Operating Officer and Assistant Corporate Secretary, respectively, of
Micron Technology, Inc., that they signed the foregoing document as
President and Chief Operating Officer and Assistant Corporate 
Secretary of the corporation, and that the statements therein
contained are true.
 
                                        Sherilyn Maxfield
                                        ____________________________
                                        Notary Public
                                        Residing at Boise, Idaho
                                                    ________________   

                                        Commission expires 10/21/97
                                                           _________ 

(SEAL)


                            EXHIBIT 3.7

BYLAWS

OF

MICRON TECHNOLOGY, INC.


ARTICLE I

OFFICES

     SECTION 1.     The registered office shall be 100 West 
Tenth Street, in the City of Wilmington, County of New 
Castle, State of Delaware.

     SECTION 2.     The corporation may also have offices at 
such other places both within and without the State of 
Delaware as the Board of Directors may from time to time 
determine or the business of the corporation may require.


ARTICLE II

MEETINGS OF STOCKHOLDERS

     SECTION 1.     All meetings of the stockholders shall 
be held at the principal office of the corporation in the 
City of Boise, State of Idaho, or at such other place either 
within or without the State of Delaware as shall be 
designated in the notice of the meeting or in a duly 
executed waiver of notice thereof.

     SECTION 2.     Annual meetings of stockholders shall be 
held on such day and such hour as shall be designated from 
time to time by the Board of Directors and stated in the 
notice of the meeting.  At such meeting, the stockholders 
shall elect a Board of Directors and transact such other 
business as may properly be brought before the meeting.

     SECTION 3.     Written notice of the annual meeting 
stating the place, date and hour of the meeting shall be 
given to each stockholder entitled to vote at such meeting 
not less than ten nor more than sixty days before the date 
of the meeting.

     SECTION 4.     The officer who has charge of the stock 
ledger of the corporation shall prepare and make, at least 
ten days before every meeting of stockholders, a complete 
list of the stockholders entitled to vote at the meeting, 
arranged in alphabetical order, and showing the address of 
each stockholder and the number of shares registered in the 

name of each stockholder.  Such list shall be open to the 
examination of any stockholder, for any purpose germane to 
the meeting, during ordinary business hours, for a period of 
at least ten days prior to the meeting, either at a place 
within the city where the meeting is to be held, which place 
shall be specified in the notice of the meeting, or, if not 
so specified, at the place where the meeting is to be held.  
The list shall also be produced and kept at the time and 
place of the meeting during the whole time thereof, and may 
be inspected by any stockholder who is present.

     SECTION 5.     Special meetings of the stockholders, 
for any purpose or purposes, unless otherwise prescribed by 
statute or by the Certificate of Incorporation, may be 
called by the Board of Directors, the Chairman of the Board, 
the president, or by the holders of shares entitled to cast 
not less than twenty percent (20%) of the votes at the 
meeting.  Such request shall state the purpose or purposes 
of the proposed meeting.

     SECTION 6.     Written notice of a special meeting 
stating the place, date and hour of the meeting and the 
purpose or purposes for which the meeting is called, shall 
be given to each stockholder entitled to vote at such 
meeting not less than ten nor more than sixty days before 
the date of the meeting.

     SECTION 7.     Business transacted at any special 
meeting of stockholders shall be limited to the purposes 
stated in the notice.

     SECTION 8.     The holders of a majority of the stock 
issued and outstanding and entitled to vote thereat, present 
in person or represented by proxy, shall constitute a quorum 
at all meetings of the stockholders for the transaction of 
business except as otherwise provided by statute or by the 
Certificate of Incorporation.  If, however, such quorum 
shall not be present or represented at any meeting of the 
stockholders, the stockholders entitled to vote thereat, 
present in person or represented by proxy, shall have power 
to adjourn the meeting from time to time, without notice 
other than announcement at the meeting, until a quorum shall 
be present or represented.  At such adjourned meeting at 
which a quorum shall be present or represented any business 
may be transacted which might have been transacted at the 
meeting as originally notified.  If the adjournment is for 
more than thirty days, or if after the adjournment a new 
record date is fixed for the adjourned meeting, a notice of 
the adjourned meeting shall be given to each stockholder of 
record entitled to vote at the meeting.

     SECTION 9.     When a quorum is present at any meeting, 
the vote of the holders of a majority of the stock having 

voting power present in person or represented by proxy shall 
decide any question brought before such meeting, unless the 
question is one upon which by express provision of the 
statutes or of the Certificate of Incorporation, a different 
vote is required in which case such express provision shall 
govern and control the decision of the question.

     SECTION 10.     Unless otherwise provided in the 
Certificate of Incorporation, each stockholder shall at 
every meeting of the stockholders be entitled to one vote in 
person or by proxy for each share of the capital stock 
having voting power held by such stockholder, regardless of 
class, but no proxy shall be voted on or after three years 
from its date, unless the proxy provides for a longer 
period.  Vote may be viva voice or by ballot; provided, 
however, that elections for directors must be by ballot upon 
demand by a shareholder at the meeting and before the voting 
begins.

     At all elections of directors of the corporation each 
stockholder having voting power shall be entitled to 
exercise the right of cumulative voting as provided in the 
Certificate of Incorporation.

     SECTION 11.     Unless otherwise provided in the 
Certificate of Incorporation, any action required to be 
taken at any annual or special meeting of stockholders of 
the corporation, or any action which may be taken at any 
annual or special meeting of the stockholders, may be taken 
without a meeting, without prior notice and without a vote, 
of a consent in writing, setting forth the action so taken, 
shall be signed by the holders of outstanding stock having 
not less than the minimum number of votes that would be 
necessary to authorize or take such action at a meeting at 
which notice of the taking of the corporate action without a 
meeting by less than unanimous written consent shall be 
given to those stockholders who have not consented in 
writing.

ARTICLE III

DIRECTORS

     SECTION 1.     The authorized number of directors of 
the corporation shall be nine.  The number of directors 
provided in this Section 1 may be changed by a Bylaw duly 
adopted by the affirmative vote of a majority of the 
outstanding shares entitled to vote or by a resolution of 
the Board of Directors.

     SECTION 2.     The directors shall be elected at each 
annual meeting of shareholders, but if any such annual

meeting is not held, or the directors are not elected 
thereat, the directors may be elected at any special meeting 
of the shareholders held for that purpose.  All directors 
shall hold office until the expiration of the term for which 
elected and until their respective successors are elected, 
except in the case of death, resignation or removal of any 
director.  A director need not be a shareholder.

     SECTION 3.     Any director may resign effective upon 
giving written notice to the Chairman of the Board, the 
President, the Secretary or the Board of Directors of the 
corporation, unless the notice specifies a late time for the 
effectiveness of such resignation.  If the resignation is 
effective at a future time, a successor may be elected to 
take office when the resignation becomes effective.

     SECTION 4.     The entire Board of Directors or any 
individual director may be removed from office, prior to the 
expiration of their or his term of office only in the manner 
and within the limitations provided by the General 
Corporation Law of Delaware.

     No reduction of the authorized number of directors 
shall have the effect of removing any director prior to the 
expiration of such director's term of office.

     SECTION 5.     A vacancy in the Board of Directors 
shall be deemed to exist in case of the death, resignation 
or removal of any director, or if the authorized number of 
directors be increased, or if the shareholders fail at any 
annual or special meeting of shareholders at which any 
director or directors are elected to elect the full 
authorized number of directors to be voted for at that 
meeting.

     Vacancies in the Board of Directors may be filled by a 
majority of the directors then in office, whether or not 
less than a quorum, or by a sole remaining director.  Each 
director so elected shall hold office until the expiration 
of the term for which he was elected and until his successor 
is elected at an annual or a special meeting of the 
shareholders, or until his death, resignation or removal.

     The shareholders may elect a director or directors at 
any time to fill any vacancy or vacancies not filled by the 
directors.  Any such election by written consent shall 
require the consent of a majority of the outstanding shares 
entitled to vote.

     SECTION 6.     The business of the corporation shall be 
managed by or under the direction of its Board of Directors 
which may exercise all such powers of the corporation and do 
all such lawful acts and things as are not by statute or by 

the Certificate of Incorporation or these Bylaws directed or 
required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 7.     The Board of Directors of the 
corporation may hold meetings, both regular and special, 
either within or without the State of Delaware.

     SECTION 8.     The first meeting of each newly elected 
Board of Directors shall be held at such time and place as 
shall be fixed by the vote of the stockholders at the annual 
meeting and no notice of such meeting shall be necessary to 
the newly elected directors in order legally to constitute 
the meeting, provided a quorum shall be present.  In the 
event of the failure of the stockholders to fix the time or 
place of such first meeting of the newly elected Board of 
Directors, or in the event such meeting is not held at the 
time and place so fixed by the stockholders, the meeting may 
be held at such time and place as shall be specified in a 
notice given as hereinafter provided for special meetings of 
the Board of Directors, or as shall be specified in a 
written waiver signed by all of the directors.

     SECTION 9.     Regular meetings of the Board of 
Directors may be held without notice at such time and at 
such place as shall from time to time be determined by the 
Board.

     SECTION 10.     Special meetings of the Board may be 
called by the president on two days' notice to each 
director, either personally or by mail or by telegram; 
special meetings shall be called by the president or 
secretary in like manner and on like notice on the written 
request of the Chairman of the Board or two directors.

     SECTION 11.     At all meetings of the Board a majority 
of the authorized number of directors shall constitute a 
quorum for the transaction of business and the act of a 
majority of the directors present at any meeting at which 
there is a quorum shall be the act of the Board of 
Directors, except as may be otherwise specifically provided 
by statute or by the Certificate of Incorporation.  If a 
quorum shall not be present at any meeting of the Board of 
Directors, the directors present thereat may adjourn the 
meeting from time to time, without notice other than 
announcement at the meeting, until a quorum shall be 
present.

     SECTION 12.     Unless otherwise restricted by the 
Certificate of Incorporation or these Bylaws, any action 
required or permitted to be taken at any meeting of the 
Board of Directors or of any committee thereof may be taken 
without a meeting, if all members of the Board or committee, 

as the case may be, consent thereto in writing, and the 
writing or writings are filed with the minutes of 
proceedings of the Board or committee.

     SECTION 13.     Unless otherwise restricted by the 
Certificate of Incorporation or these Bylaws, members of the 
Board of Directors, or any committee designated by the Board 
of Directors, may participate in a meeting of the Board of 
Directors, or any committee, by means of conference 
telephone or similar communications equipment by means of 
which all persons participating in the meeting can hear each 
other, and such participation in a meeting shall constitute 
presence in person at the meeting.

COMMITTEES OF DIRECTORS

     SECTION 14.     The Board of Directors may, by 
resolution passed by a majority of the authorized number of 
directors, appoint an executive committee consisting of two 
or more of the directors of the corporation.  The Board may 
designate one or more directors as alternate members of any 
committee, who may replace any absent or disqualified member 
at any meeting of the committee.  The executive committee, 
to the extent provided in the resolution of the Board of 
Directors and subject to any limitation by statute, shall 
have and may exercise all the powers and authority of the 
Board of Directors in the management of the business and 
affairs of the corporation, and may authorize the seal of 
the corporation to be affixed to all papers which may 
require it; but it shall not have the power or authority in 
reference to amending the Certificate of Incorporation, 
adopting an agreement of merger or consolidation, 
recommending to the stockholders the sale, lease or exchange 
of all or substantially all the corporation's property and 
assets, recommending to the stockholders a dissolution of 
the corporation or a revocation of a dissolution, or 
amending the Bylaws of the corporation; and, unless the 
resolution or the Certificate of Incorporation expressly so 
provide, it shall not have the power or authority to declare 
a dividend or to authorize the issuance of stock.

     SECTION 15.     The Board of Directors may, by 
resolution adopted by a majority of the authorized number of 
directors, designate such other committees, each consisting 
of 2 or more directors, as it may from time to time deem 
advisable to perform such general or special duties as may 
from time to time be delegated to any such committee by the 
Board of Directors, subject to the limitations imposed by 
statute or by the Certificate of Incorporation or by these 
Bylaws.  The Board may designate one or more directors as 
alternate members of any committee, who may replace any 
absent member at any meeting of the committee.


COMPENSATION OF DIRECTORS

     SECTION 17.     Unless otherwise restricted by the 
Certificate of Incorporation or these Bylaws, the Board of 
Directors shall have the authority to fix the compensation 
of directors.  The directors may be paid their expenses, if 
any, of attendance of each meeting of the Board of Directors 
and may be paid a fixed sum for attendance at each meeting 
of the Board of Directors or a stated salary as director.  
No such payment shall preclude any director from serving the 
corporation in any other capacity and receiving compensation 
therefor.  Members of special or standing committees may be 
allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

     SECTION 1.     Whenever, under the provisions of the 
statutes or of the Certificate of Incorporation or of these 
Bylaws, notice is required to be given to any director or 
stockholder, it shall not be construed to mean personal 
notice, but such notice may be given in writing, by mail, 
addressed to such director or stockholder, at his address as 
it appears on the records of the corporation, with postage 
thereon prepaid, and such notice shall be deemed to be given 
at the time when the same shall be deposited in the United 
States mail.  Notice to directors may also be given by 
telegram.

     SECTION 2.     Whenever any notice is required to be 
given under the provisions of the Delaware statutes or of 
the Certificate of Incorporation or of these Bylaws, a 
waiver thereof in writing, signed by the person or persons 
entitled to said notice, whether before or after the time 
stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

     SECTION 1.     The officers of the corporation shall be 
chosen by the Board of Directors, and shall be a president, 
a vice-president, a secretary, and a treasurer.  The Board 
of Directors may also choose additional vice-presidents, and 
one or more assistant secretaries and assistant treasurers.  
Any number of offices may be held by the same person, unless 
the Certificate of Incorporation or these Bylaws otherwise 
provide.

     SECTION 2.     The Board of Directors at its first 
meeting after each annual meeting of stockholders shall 
choose a president, one or more vice-presidents, a secretary 
and a treasurer.

     SECTION 3.     The Board of Directors may appoint such 
other officers and agents as it shall deem necessary who 
shall hold their offices for such terms and shall exercise 
such powers and perform such duties as shall be determined 
from time to time by the Board.

     SECTION 4.     The salaries of all officers and agents 
of the corporation shall be fixed by the Board of Directors.

     SECTION 5.     The officers of the corporation shall 
hold office until their successors are chosen and qualify.  
Any officer elected or appointed by the Board of Directors 
may be removed at any time by the affirmative vote of a 
majority of the Board of Directors.  Any vacancy occurring 
in any office of the corporation shall be filled by the 
Board of Directors.

     Any officer may resign at any time by giving written 
notice to the corporation.  Any such resignation shall take 
effect at the date of the receipt of such notice or at any 
later time specified therein; and, unless otherwise 
specified therein, the acceptance of such resignation shall 
not be necessary to make it effective.

THE CHAIRMAN OF THE BOARD

     SECTION 6.     The Chairman of the Board, if there 
shall be such an officer, shall, if present, preside at all 
meetings of the Board of Directors, and exercise and perform 
such other powers and duties as may be from time to time 
assigned to him by the Board of Directors or prescribed by 
these Bylaws.

THE PRESIDENT

     SECTION 7.     Subject to such supervisory powers, if 
any, as may be given by the Board of Directors to the 
Chairman of the Board, if there be such an officer, the 
President shall be the general manager of the corporation 
and shall, subject to the control of the Board of Directors, 
have general supervision, direction, and control of the 
business and officers of the corporation.  He shall preside 
at all meetings of the shareholders and in the absence of 
the Chairman of the Board or if there be none, at all 
meetings of the Board of Directors.  He shall be ex officio 
a member of all the standing committees, including the 
executive committee, if any, and shall have the general 
powers and duties of management usually vested in the office 
of president of a corporation, and shall have such other 
powers and duties as may be prescribed by the Board of 
Directors or by these Bylaws.

     SECTION 8.     He shall execute bonds, mortgages and 
other contracts requiring a seal, under the seal of the 
corporation, except where required or permitted by law to be 
otherwise signed and executed and except where the signing 
and execution thereof shall be expressly delegated by the 
Board of Directors to some other officer or agent of the 
corporation.

THE VICE-PRESIDENTS

     SECTION 9.     In the absence of the president or in 
the event of his inability or refusal to act, the vice-
president (or in the event there be more than one vice-
president, the vice-presidents in the order designated by 
the directors, or in the absence of any designation, then in 
the order of their election) shall perform the duties of the 
president, and when so acting, shall have all the powers of 
and be subject to all the restrictions upon the president.  
The vice-presidents shall perform such other duties and have 
such other powers as the Board of Directors may from time to 
time prescribe.

SECRETARY AND ASSISTANT SECRETARY

     SECTION 10.     The Secretary shall attend all meetings 
of the Board of Directors and all meetings of the 
stockholders and record all the proceedings of the meetings 
of the corporation and of the Board of Directors in a book 
to be kept for that purpose and shall perform like duties 
for the standing committees when required.  He shall give, 
or cause to be given, notice of all meetings of the 
stockholders and special meetings of the Board of Directors, 
and shall perform such other duties as may be prescribed by 
the Board of Directors or president, under whose supervision 
he shall be placed.  He shall have custody of the corporate 
seal of the corporation and he, or an assistant secretary, 
shall have authority to affix the same to any instrument 
requiring it and when so affixed, it may be attested by his 
signature or by the signature of such assistant secretary.  
The Board of Directors may give general authority to any 
other officer to affix the seal of the corporation and to 
attest the affixing by his signature.

     SECTION 11.     The assistant secretary, or if there be 
more than one, the assistant secretaries in the order 
determined by the Board of Directors (or if there be no such 
determination, then in the order of their election) shall, 
in the absence of the secretary or in the event of his 
inability or refusal to act, perform the duties and exercise 
the powers of the secretary and shall perform such other 
duties and have such other powers as the Board of Directors 
may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     SECTION 12.     The treasurer shall have the custody of 
the corporate funds and securities and shall keep full and 
accurate accounts of receipts and disbursements in books 
belonging to the corporation and shall deposit all moneys 
and other valuable effects in the name and to the credit of 
the corporation in such depositories as may be designated by 
the Board of Directors.

     SECTION 13.     He shall disburse the funds of the 
corporation as may be ordered by the Board of Directors, 
taking proper vouchers for such disbursements, and shall 
render to the president and the Board of Directors, at its 
regular meetings, or when the Board of Directors so 
requires, an account of all his transactions as treasurer 
and of the financial condition of the corporation.

     SECTION 14.     If required by the Board of Directors, 
he shall give the corporation a bond (which shall be renewed 
every six years) in such sum and with such surety or 
sureties as shall be satisfactory to the Board of Directors 
for the faithful performance of the duties of his office and 
for the restoration to the corporation, in case of his 
death, resignation, retirement or removal from office, of 
all books, papers, vouchers, money and other property of 
whatever kind in his possession or under his control 
belonging to the corporation.

     SECTION 15.     If the assistant treasurer, or if there 
shall be more than one, the assistant treasurers in the 
order determined by the Board of Directors (or if there be 
no such determination, then in the order of their election) 
shall, in the absence of the treasurer or in the event of 
his inability or refusal to act, perform the duties and 
exercise the powers of the treasurer and shall perform such 
other duties and have such other powers as the Board of 
Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

     SECTION 1.     Every holder of stock in the corporation 
shall be entitled to have a certificate, signed by, or in 
the name of the corporation by, the chairman or vice-
chairman of the Board of Directors, or the president or a 
vice-president and the treasurer or an assistant treasurer, 
or the secretary or an assistant secretary of the 
corporation, certifying the number of shares owned by him in 
the corporation.

     Certificates may be issued for partly paid shares and 
in such case upon the face or back of the certificates 
issued to represent any such partly paid shares, the total 
amount of the consideration to be paid therefor, and the 
amount paid thereon shall be specified.

     If the corporation shall be authorized to issue more 
than one class of stock or more than one series of any 
class, the powers, designations, preferences and relative, 
participating, optional or other special rights of each 
class of stock or series thereof and the qualification, 
limitations or restrictions of such preferences and/or 
rights shall be set forth in full or summarized on the face 
or back of the certificate which the corporation shall issue 
to represent such class or series of stock, provided that, 
except as otherwise provided in section 202 of the General 
Corporation Law of Delaware, in lieu of the foregoing 
requirements, there may be set forth on the face of back of 
the certificate which the corporation shall issue to 
represent such class or series of stock, a statement that 
the corporation will furnish without charge to each 
stockholder who so requests the powers, designations, 
preferences and relative, participating, optional or other 
special rights of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such 
preferences and/or rights.

     SECTION 2.     Any or all of the signatures on the 
certificate may be facsimile.  In case any officer, transfer 
agent or registrar who has signed or whose facsimile 
signature have been placed upon a certificate shall have 
ceased to be such officer, transfer agent or registrar 
before such certificate is issued, it may be issued by the 
corporation with the same effect as if he were such officer, 
transfer agent or registrar at the date of issue.

LOST CERTIFICATES

     SECTION 3.     The Board of Directors may direct a new 
certificate or certificates to be issued in place of any 
certificate or certificates theretofore issues by the 
corporation alleged to have been lost, stolen or destroyed, 
upon the making of an affidavit to that fact by the person 
claiming the certificate of stock to be lost, stolen or 
destroyed.  When authorizing such issue of a new certificate 
or certificates, the Board of Directors may, in its 
discretion and as a condition precedent to the issuance 
thereof, require the owner of such lost, stolen or destroyed 
certificate or certificates, or his legal representative, to 
advertise the same in such manner as it shall require and/or 
to give the corporation a bond in such sum as it may direct 
as indemnity against any claim that may be made against the 
corporation with respect to the certificate alleged to have 
been lost, stolen or destroyed.

TRANSFER OF STOCK

     SECTION 4.     Upon surrender to the corporation or the 
transfer agent of the corporation of a certificate for 
shares duly endorsed or accompanied by proper evidence of 
succession, assignation or authority to transfer, it shall 
be the duty of the corporation to issue a new certificate to 
the person entitled thereto, cancel the old certificate and 
record the transaction upon its books.

FIXING RECORD DATE

     SECTION 5.     In order that the corporation may 
determine the stockholders entitled to notice of or to vote 
at any meeting of stockholders or any adjournment thereof, 
or to express consent to corporate action in writing without 
a meeting, or entitled to receive payment of any dividend or 
other distribution or allotment of any rights, or entitled 
to exercise any rights in respect of any change, conversion 
or exchange of stock or for the purpose of any other lawful 
action, the Board of Directors may fix, in advance, a record 
date, which shall not be more than sixty nor less than ten 
days before the date of such meeting, nor more than sixty 
days prior to any such other action.  A determination of 
shareholders of record entitled to notice of or to vote at a 
meeting of stockholders shall apply to any adjournment of 
the meeting; provided, however, that the Board of Directors 
may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

     SECTION 6.     The corporation shall be entitled to 
recognize the exclusive right of a person registered on its 
books as the owner of shares to receive dividends and to 
vote as such owner, and to hold liable for calls and 
assessments a person registered on its books as the owner of 
shares, and shall not be bound to recognize any equitable or 
other claim to or interest in such share or shares on the 
part of any other person, whether or not it shall have 
express or other notice thereof, except as otherwise 
provided by the laws of Delaware.

     SECTION 7.     The accounting books and records, and 
minutes of proceedings of the shareholders and the Board of 
Directors and committees of the Board shall be open to 
inspection upon written demand made upon the corporation by 
any shareholder or the holder of a voting trust certificate, 
at any reasonable time during usual business hours, for a 
purpose reasonably related to his interest as a shareholder, 
or as the holder of such voting trust certificate.  The 
record of shareholders shall also be open to inspection by 
any shareholder or holder of a voting trust certificate at 
any time during usual business hours upon written demand on 

the corporation, for a purpose reasonably related to such 
holder's interest as a shareholder or holder of a voting 
trust certificate.  Such inspection may be made in person or 
by an agent or attorney, and shall include the right to copy 
and to make extracts.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

     SECTION 1.     Dividends upon the capital stock of the 
corporation, subject to the provision of the Certificate of 
Incorporation, if any, may be declared by the Board of 
Directors at any regular or special meeting, pursuant to 
law.  Dividends may be paid in cash, in property, or in 
shares of the capital stock, subject to the provisions of 
the Certificate of Incorporation.

     SECTION 2.     Before payment of any dividend, there 
may be set aside out of funds of the corporation available 
for dividends such sum or sums as the directors from time to 
time, in their absolute discretion, think proper as a 
reserve or reserves to meet contingencies, or for equalizing 
dividends, or for repairing or maintaining any property of 
the corporation, or for such other purpose as the directors 
shall think conducive to the interest of the corporation, 
and the directors may modify or abolish any such reserve in 
the manner in which it was created.

CHECKS

     SECTION 3.     All checks or demands for money and 
notes of the corporation shall be signed by such officer or 
officers or such other person or persons as the Board of 
Directors may from time to time designate.

FISCAL YEAR

     SECTION 4.     The fiscal year of the corporation shall 
be fixed by resolution of the Board of Directors.

SEAL

     SECTION 5.     The corporate seal shall have inscribed 
thereon the name of the corporation, the year of its 
organization and the words "Corporate Seal, Delaware."  The 
seal may be used by causing it or a facsimile thereof to be 
impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

     SECTION 6.     The corporation shall indemnify its 
officers, directors, employees and agents to the extent 
permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

     SECTION 1.     These Bylaws may be altered, amended or 
repealed or new Bylaws may be adopted by the stockholders or 
by the Board of Directors at any regular meeting of the 
stockholders or of the Board of Directors or at any special 
meeting of the stockholders or the Board of Directors if 
notice of such alteration, amendment, repeal or adoption of 
new Bylaws be contained in the notice of such special 
meeting.  If the power to adopt, amend or repeal Bylaws is 
conferred upon the Board of Directors by the Certificate of 
Incorporation it shall not divest or limit the power of the 
stockholders to adopt, amend or repeal Bylaws.

     I, Nancy A. Stanger, the secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify:

     The foregoing bylaws, comprising 14 pages, were adopted 
as the bylaws of Micron Technology on May 21, 1984.

     DATED:    May 25              , 19	84	
            -----------------------    ----

                                        Nancy A. Stanger               
                                        -----------------
                                        Nancy A. Stanger

SEAL




CERTIFICATE OF FIRST AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.

     We, the undersigned, being the President and Secretary, 
respectively, of MICRON TECHNOLOGY, INC., a corporation 
organized and existing under the laws of the State of 
Delaware, do hereby certify that a meeting of the Board of 
Directors of this Corporation was held on December 17, 1984 
and an amendment to the Bylaws of MICRON TECHNOLOGY, INC. 
was unanimously adopted.

     The amendment adopted was pursuant to a Resolution 
reading as follows:

     RESOLVED:  The Board hereby approves that the second 
paragraph of Article II Section 10 of the Bylaws of the 
Company be amended to read as follows:
	
     "At all elections of directors of the 
corporation each stockholder having voting power 
shall be entitled to exercise the right of 
cumulative voting as provided in the Certificate 
of Incorporation.  However, no stockholder shall 
be entitled to cumulate votes for a candidate or 
candidates unless such candidate's name or 
candidate's names have been placed in nomination 
prior to the voting and a stockholder has given 
notice at the meeting prior to the voting of the 
stockholder's intention to cumulate votes.  If any 
stockholder has given such notice, all 
stockholders may cumulate their votes for 
candidates in nomination."

     IN WITNESS WHEREOF, we have hereunto set our hands and 
the seal of the Corporation this   5th    day of  July   , 
                                 ------          --------
19 85 .
  ---

                                MICRON TECHNOLOGY, INC.

                                BY:     Joseph L. Parkinson
                                        -------------------
                                        Joseph L. Parkinson, President

(SEAL)                          BY:     Cathy L. Smith
                                        -------------------
                                        Cathy L. Smith, Secretary


STATE OF IDAHO     )
                   )   ss.
County of Ada      )

     On this  5th  day of  July    , 19 85 , before me, the 
            ------         ---------    ---
undersigned, personally appeared JOSEPH L. PARKINSON and 
CATHY L. SMITH, known to me to be the President and 
Secretary, respectively, of MICRON TECHNOLOGY, INC., the 
corporation that executed the instrument or the persons who 
executed the instrument on behalf of said corporation, and 
acknowledged to me that such corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and 
affixed my official seal in said County the day and year 
first above written.

  
                                      Jill L. Henson		
                                      ---------------
                                      Notary Public for Idaho
                                      Residing at Boise
                                                  -----


CERTIFICATE OF SECOND AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on March 3, 1986:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
ten.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I have hereunto set my hand and 
affixed the corporate seal of said corporation effective as 
of the 3rd day of March, 1986.
       ---        -----

                                 Cathy L. Smith  	
                                 --------------
                                 Corporate Secretary

(SEAL)



CERTIFICATE THIRD AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on November 24, 1986:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
nine.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed 
the corporate seal of said corporation effective as of the 
24th day of November, 1986.
- - ----        --------
                                Cathy L. Smith  	
                                --------------
                                Corporate Secretary

(SEAL)



CERTIFICATE OF FOURTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on September 28, 1987:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
eight.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed 
the corporate seal of said corporation effective as of the 
28th day of September, 1987. 
- - ----        ---------

                                 Cathy L. Smith	  	
                                 --------------
                                 Cathy L. Smith
                                 Corporate Secretary

(SEAL)



CERTIFICATE OF FIFTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on March 28, 1988:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
nine.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed 
the corporate seal of said corporation effective as of the 
28th day of March, 1988.
- - ----        -----

                            Cathy L. Smith	  	
                            --------------
                            Corporate Secretary

(SEAL)



CERTIFICATE OF SIXTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on October 3, 1988:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
ten.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed 
the corporate seal of said corporation effective as of the 
17th day of October, 1988.


                             Cathy L. Smith  	
                             --------------
                             Corporate Secretary

(SEAL)



CERTIFICATE OF SEVENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on September 25, 1989:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
nine.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed 
the corporate seal of said corporation effective as of the 
28th day September, 1989.


                                Cathy L. Smith  	
                                --------------
                                Corporate Secretary

(SEAL)



CERTIFICATE OF EIGHTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on October 30, 1989:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
eight.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed 
the corporate seal of said corporation effective as of the 
30th day of  October, 1989.

                                Cathy L. Smith	  	
                                ---------------
                                Corporate Secretary

(SEAL)



CERTIFICATE OF NINTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on August 27, 1990:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
nine.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed 
the corporate seal of said corporation effective as of the 
27th day of August, 1990. 


                                 Cathy L. Smith	  	
                                 --------------
                                 Corporate Secretary

(SEAL)



CERTIFICATE OF TENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on September 24, 1990:

     RESOLVED:  Article III, Section 1 of the 
Bylaws of this corporation are hereby amended to 
read as follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
ten.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed 
the corporate seal of said corporation effective as of the 
24th day of September, 1990.


                                  Cathy L. Smith	  	
                                  --------------
                                  Corporate Secretary

(SEAL)



CERTIFICATE OF ELEVENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron 
Technology, Inc., a Delaware corporation, hereby certify 
that the following resolution was adopted by the Board of 
Directors on July 27, 1992:

     RESOLVED:  Article III Section 1 of the 
Bylaws of this corporation are hereby to read as 
follows:

     SECTION 1.  The authorized number 
of directors of the Corporation shall be 
eight.  The number of directors provided 
in this Section 1 may be changed by a 
Bylaw duly adopted by the affirmative 
vote of a majority of the outstanding 
shares entitled to vote or by a 
resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed  
the corporate seal of said corporation effective as of the 
27th day of July, 1992. 


                                  Cathy L. Smith		     
                                  --------------
                                  Corporate Secretary

(SEAL)	

CERTIFICATE OF TWELFTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.


     I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc.
a Delaware Corporation, hereby certify that the following resolution 
was adopted by the Board of Directors on May 23, 1994:

     RESOLVED:  Article III, Section I of the Bylaws of this 
corporation are hereby amended to read as follows:

     SECTION I.  The authorized number of directors of the 
Corporation shall be ten.  The number of directors provided 
in this Section I may be changed by a Bylaw duly adopted by 
the affirmative vote of a majority of the outstanding shares 
entitled to vote or by a resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed the 
corporate seal of said corporation effective as of the 23rd day of 
May, 1994. 


                                  Cathy L. Smith		     
                                  --------------
                                  Corporate Secretary

(SEAL)	


CERTIFICATE OF THIRTEENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.

     I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc. 
a Delaware Corporation, hereby certify that the following resolution 
was adopted by the Board of Directors on September 1, 1994:

     RESOLVED:  Article III, Section I of the Bylaws of this 
corporation are hereby amended to read as follows:

     SECTION I.  The authorized number of directors of the 
Corporation shall be eleven.  The number of directors provided 
in this Section I may be changed by a Bylaw duly adopted by 
the affirmative vote of a majority of the outstanding shares 
entitled to vote or by a resolution of the Board of Directors.

     IN WITNESS WHEREOF, I hereunto set my hand and affixed the 
corporate seal of said corporation effective as of the 1st day of 
September, 1994. 

                                  Cathy L. Smith		     
                                  --------------
                                  Corporate Secretary

(SEAL)	

                           MICRON TECHNOLOGY, INC.
                               Exhibit 11.1
                    Computation of Per Share Earnings
             (Amounts in millions except per share amounts)

Year Ended ---------------------------------------- September 1, September 2, September 3, 1994 1993 1992 ------------ ------------ ------------ PRIMARY Weighted average shares outstanding 101.2 98.2 94.5 Net effect of dilutive stock options and warrants 3.3 2.0 2.8 -------- ------- -------- Total shares 104.5 100.2 97.3 ======== ======= ======== Net income $ 400.5 $ 104.1 $ 6.6 ======== ======= ======== Per share amount $ 3.83 $ 1.04 $ 0.07 ======== ======= ======== FULLY DILUTED Weighted average shares outstanding 101.2 98.2 94.5 Net effect of dilutive stock options and warrants 4.0 3.1 2.8 -------- ------- -------- Total shares 105.2 101.3 97.3 ======== ======= ======== Net income $ 400.5 $ 104.1 $ 6.6 ======== ======= ======== Per share amount $ 3.80 $ 1.03 $ 0.07 ======== ======= ========
                              MICRON TECHNOLOGY, INC. 
                                  Exhibit 21.1
                         Subsidiaries of the Registrant
State (or jurisdiction) Percentage in which Ownership Name Incorporated by Registrant - - ------------------------------------------ ----------------------- ------------- Micron Semiconductor, Inc. Idaho 100% Micron Custom Manufacturing Services, Inc. Idaho 86% Micron Computer, Inc. Idaho 77% Micron Communications, Inc. Idaho 87% Micron Construction, Inc. Idaho 86% Micron Construction of New Mexico, Inc. New Mexico 86% Micron Display Technology, Inc. Idaho 90% Micron Europe Limited United Kingdom 100% Micron Investments, Inc. Idaho 95% Micron Overseas Trading, Inc. Virgin Islands 100% Micron Quantum Devices, Inc. California 89% Micromate, Inc. Washington 100% Micron Sales Northwest, Inc. Oregon 100% Micron Semiconductor Asia Pacific Pte. Ltd. Singapore 100% Micron Semiconductor Asia Pacific Inc. Idaho 100% Micron Semiconductor (Deutschland) GmbH Germany 100% Micron Systems Integration, Inc. Idaho 90%
 
                        MICRON TECHNOLOGY, INC.
                            Exhibit 23.1
                    Consent of Independent Accountants

     We consent to the incorporation by reference in the registration 
statements of Micron Technology, Inc., and subsidiaries on Forms S-8 
(File Nos. 33-3686, 33-16832, 33-27078, 33-38665, 33-38926, 33-65050, 
and 33-52653) of our report, which includes an explanatory paragraph 
regarding contingencies related to product and process technology, dated 
September 22, 1994, on our audits of the consolidated financial 
statements and financial statement schedules of Micron Technology, Inc., 
and subsidiaries as of September 1, 1994, and September 2, 1993, and for 
each of the three years in the period ended September 1, 1994, which 
report is included in this Annual Report on Form 10-K.

Coopers & Lybrand L.L.P.

Boise, Idaho 
September 22, 1994



 

5 1,000,000 YEAR SEP-01-1994 SEP-01-1994 78 354 244 8 101 793 1,162 499 1,530 274 0 10 0 0 1,039 1,530 1,629 1,629 789 1,009 0 0 (6) 626 225 0 0 0 0 401 3.83 3.80