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(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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75-1618004
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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8000 S. Federal Way, Boise, Idaho
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83716-9632
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(208) 368-4000
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-Accelerated Filer
o
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Smaller Reporting Company
o
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Emerging Growth Company
o
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(Do not check if a smaller reporting company)
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Term
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Definition
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Term
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Definition
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2021 MSAC Term Loan
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Variable Rate MSAC Senior Secured Term Loan due 2021
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Micron
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Micron Technology, Inc. (Parent Company)
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2021 MSTW Term Loan
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Variable Rate MSTW Senior Secured Term Loan due 2021
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MMJ
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Micron Memory Japan, Inc.
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2022 Term Loan B
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Senior Secured Term Loan B due 2022
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MMJ Companies
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MAI and MMJ
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2032 Notes
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2032C and 2032D Notes
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MMJ Group
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MMJ and its subsidiaries
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2032C Notes
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2.375% Convertible Senior Notes due 2032
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MMT
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Micron Memory Taiwan Co., Ltd.
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2032D Notes
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3.125% Convertible Senior Notes due 2032
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MSTW
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Micron Semiconductor Taiwan Co., Ltd.
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2033 Notes
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2033E and 2033F Notes
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MTTW
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Micron Technology Taiwan, Inc.
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2033E Notes
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1.625% Convertible Senior Notes due 2033
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Nanya
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Nanya Technology Corporation
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2033F Notes
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2.125% Convertible Senior Notes due 2033
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Qimonda
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Qimonda AG
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2043G Notes
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3.00% Convertible Senior Notes due 2043
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R&D
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Research and Development
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Elpida
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Elpida Memory, Inc.
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SG&A
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Selling, General, and Administrative
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IMFT
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IM Flash Technologies, LLC
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SSD
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Solid-State Drive
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Inotera
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Inotera Memories, Inc.
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TAIBOR
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Taipei Interbank Offered Rate
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Intel
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Intel Corporation
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Tera Probe
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Tera Probe, Inc.
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Japan Court
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Tokyo District Court
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VIE
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Variable Interest Entity
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MAI
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Micron Akita, Inc.
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Quarter ended
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Nine months ended
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||||||||||||
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June 1,
2017 |
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June 2,
2016 |
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June 1,
2017 |
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June 2,
2016 |
||||||||
Net sales
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$
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5,566
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$
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2,898
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$
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14,184
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$
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9,182
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Cost of goods sold
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2,957
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2,400
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8,860
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7,256
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Gross margin
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2,609
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498
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5,324
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1,926
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||||
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||||||||
Selling, general, and administrative
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204
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148
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550
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|
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502
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||||
Research and development
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434
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382
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1,377
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1,206
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||||
Restructure and asset impairments
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12
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—
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45
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16
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||||
Other operating (income) expense, net
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(4
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)
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(5
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)
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(14
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)
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2
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||||
Operating income (loss)
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1,963
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(27
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)
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3,366
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|
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200
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|
||||
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||||||||
Interest income
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10
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10
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25
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33
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Interest expense
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(153
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)
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(109
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)
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(453
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)
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(302
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)
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Other non-operating income (expense), net
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(83
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)
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(34
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)
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(63
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)
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(44
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)
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||||
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1,737
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(160
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)
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2,875
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(113
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)
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||||
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||||||||
Income tax (provision) benefit
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(92
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)
|
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(15
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)
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(161
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)
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(16
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)
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Equity in net income (loss) of equity method investees
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2
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(40
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)
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7
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24
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|
||||
Net income (loss)
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1,647
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(215
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)
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2,721
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(105
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)
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Net (income) attributable to noncontrolling interests
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—
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—
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—
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(1
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)
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Net income (loss) attributable to Micron
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$
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1,647
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$
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(215
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)
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$
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2,721
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$
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(106
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)
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||||||||
Earnings (loss) per share
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Basic
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$
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1.49
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$
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(0.21
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)
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$
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2.52
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$
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(0.10
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)
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Diluted
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1.40
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(0.21
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)
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2.38
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(0.10
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)
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||||||||
Number of shares used in per share calculations
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Basic
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1,106
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1,036
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1,082
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1,035
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||||
Diluted
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1,177
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1,036
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1,142
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|
|
1,035
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Quarter ended
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Nine months ended
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||||||||||||
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June 1,
2017 |
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June 2,
2016 |
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June 1,
2017 |
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June 2,
2016 |
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Net income (loss)
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$
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1,647
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|
|
$
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(215
|
)
|
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$
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2,721
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|
|
$
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(105
|
)
|
|
|
|
|
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||||||||
Other comprehensive income (loss), net of tax
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|
|
|
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|
|
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||||||||
Foreign currency translation adjustments
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11
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|
|
39
|
|
|
48
|
|
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(50
|
)
|
||||
Gain (loss) on derivatives, net
|
|
6
|
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
||||
Pension liability adjustments
|
|
1
|
|
|
—
|
|
|
—
|
|
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(5
|
)
|
||||
Gain (loss) on investments, net
|
|
1
|
|
|
4
|
|
|
—
|
|
|
2
|
|
||||
Other comprehensive income (loss)
|
|
19
|
|
|
46
|
|
|
47
|
|
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(51
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income (loss)
|
|
1,666
|
|
|
(169
|
)
|
|
2,768
|
|
|
(156
|
)
|
||||
Comprehensive (income) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Comprehensive income (loss) attributable to Micron
|
|
$
|
1,666
|
|
|
$
|
(169
|
)
|
|
$
|
2,768
|
|
|
$
|
(157
|
)
|
As of
|
|
June 1,
2017 |
|
September 1,
2016 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
4,048
|
|
|
$
|
4,140
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|
Short-term investments
|
|
282
|
|
|
258
|
|
||
Receivables
|
|
3,497
|
|
|
2,068
|
|
||
Inventories
|
|
3,064
|
|
|
2,889
|
|
||
Other current assets
|
|
132
|
|
|
140
|
|
||
Total current assets
|
|
11,023
|
|
|
9,495
|
|
||
Long-term marketable investments
|
|
471
|
|
|
414
|
|
||
Equity method investments
|
|
15
|
|
|
1,364
|
|
||
Deferred tax assets
|
|
667
|
|
|
657
|
|
||
Property, plant, and equipment, net
|
|
19,014
|
|
|
14,686
|
|
||
Intangible assets, net
|
|
405
|
|
|
464
|
|
||
Goodwill
|
|
1,228
|
|
|
104
|
|
||
Other noncurrent assets
|
|
444
|
|
|
356
|
|
||
Total assets
|
|
$
|
33,267
|
|
|
$
|
27,540
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
3,656
|
|
|
$
|
3,879
|
|
Deferred income
|
|
326
|
|
|
200
|
|
||
Current debt
|
|
1,161
|
|
|
756
|
|
||
Total current liabilities
|
|
5,143
|
|
|
4,835
|
|
||
Long-term debt
|
|
10,485
|
|
|
9,154
|
|
||
Other noncurrent liabilities
|
|
595
|
|
|
623
|
|
||
Total liabilities
|
|
16,223
|
|
|
14,612
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable convertible notes
|
|
25
|
|
|
—
|
|
||
|
|
|
|
|
||||
Micron shareholders' equity
|
|
|
|
|
||||
Common stock, $0.10 par value, 3,000 shares authorized, 1,114 shares issued and 1,110 outstanding (1,094 issued and 1,040 outstanding as of September 1, 2016)
|
|
111
|
|
|
109
|
|
||
Additional capital
|
|
8,222
|
|
|
7,736
|
|
||
Retained earnings
|
|
7,893
|
|
|
5,299
|
|
||
Treasury stock, 4 shares held (54 as of September 1, 2016)
|
|
(67
|
)
|
|
(1,029
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
12
|
|
|
(35
|
)
|
||
Total Micron shareholders' equity
|
|
16,171
|
|
|
12,080
|
|
||
Noncontrolling interests in subsidiaries
|
|
848
|
|
|
848
|
|
||
Total equity
|
|
17,019
|
|
|
12,928
|
|
||
Total liabilities and equity
|
|
$
|
33,267
|
|
|
$
|
27,540
|
|
Nine months ended
|
|
June 1,
2017 |
|
June 2,
2016 |
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
2,721
|
|
|
$
|
(105
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
||
Depreciation expense and amortization of intangible assets
|
|
2,795
|
|
|
2,266
|
|
||
Amortization of debt discount and other costs
|
|
93
|
|
|
94
|
|
||
Stock-based compensation
|
|
158
|
|
|
148
|
|
||
Loss on restructure of debt
|
|
62
|
|
|
4
|
|
||
Gain on remeasurement of previously-held equity interest in Inotera
|
|
(71
|
)
|
|
—
|
|
||
Equity in net (income) loss of equity method investees
|
|
(7
|
)
|
|
(24
|
)
|
||
Change in operating assets and liabilities
|
|
|
|
|
|
|
||
Receivables
|
|
(1,338
|
)
|
|
468
|
|
||
Inventories
|
|
108
|
|
|
(580
|
)
|
||
Accounts payable and accrued expenses
|
|
511
|
|
|
3
|
|
||
Payments attributed to intercompany balances with Inotera
|
|
(361
|
)
|
|
—
|
|
||
Deferred income taxes, net
|
|
80
|
|
|
11
|
|
||
Other
|
|
199
|
|
|
(13
|
)
|
||
Net cash provided by operating activities
|
|
4,950
|
|
|
2,272
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Expenditures for property, plant, and equipment
|
|
(3,469
|
)
|
|
(3,894
|
)
|
||
Acquisition of Inotera
|
|
(2,634
|
)
|
|
—
|
|
||
Purchases of available-for-sale securities
|
|
(943
|
)
|
|
(879
|
)
|
||
Payments to settle hedging activities
|
|
(267
|
)
|
|
(107
|
)
|
||
Proceeds from sales and maturities of available-for-sale securities
|
|
857
|
|
|
3,189
|
|
||
Proceeds from settlement of hedging activities
|
|
146
|
|
|
190
|
|
||
Other
|
|
71
|
|
|
(141
|
)
|
||
Net cash provided by (used for) investing activities
|
|
(6,239
|
)
|
|
(1,642
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Proceeds from issuance of debt
|
|
3,136
|
|
|
2,166
|
|
||
Proceeds from issuance of stock under equity plans
|
|
108
|
|
|
30
|
|
||
Proceeds from equipment sale-leaseback transactions
|
|
—
|
|
|
538
|
|
||
Repayments of debt
|
|
(1,774
|
)
|
|
(689
|
)
|
||
Payments on equipment purchase contracts
|
|
(261
|
)
|
|
(14
|
)
|
||
Cash paid to acquire treasury stock
|
|
(35
|
)
|
|
(147
|
)
|
||
Other
|
|
33
|
|
|
(181
|
)
|
||
Net cash provided by (used for) financing activities
|
|
1,207
|
|
|
1,703
|
|
||
|
|
|
|
|
||||
Effect of changes in currency exchange rates on cash and equivalents
|
|
(10
|
)
|
|
7
|
|
||
|
|
|
|
|
||||
Net increase (decrease) in cash and equivalents
|
|
(92
|
)
|
|
2,340
|
|
||
Cash and equivalents at beginning of period
|
|
4,140
|
|
|
2,287
|
|
||
Cash and equivalents at end of period
|
|
$
|
4,048
|
|
|
$
|
4,627
|
|
Consideration
|
|
|
||
Cash paid for Inotera Acquisition
|
|
$
|
4,099
|
|
Less cash received from selling Micron Shares
|
|
(986
|
)
|
|
Net cash paid for Inotera Acquisition
|
|
3,113
|
|
|
Fair value of our previously-held equity interest in Inotera
|
|
1,441
|
|
|
Fair value of Micron Shares exchanged for Inotera shares
|
|
995
|
|
|
Other
|
|
3
|
|
|
Payments attributed to intercompany balances with Inotera
|
|
(361
|
)
|
|
|
|
$
|
5,191
|
|
|
|
|
||
Assets acquired and liabilities assumed
|
|
|
||
Cash and equivalents
|
|
$
|
118
|
|
Inventories
|
|
285
|
|
|
Other current assets
|
|
27
|
|
|
Property, plant, and equipment
|
|
3,722
|
|
|
Deferred tax assets
|
|
82
|
|
|
Goodwill
|
|
1,124
|
|
|
Other noncurrent assets
|
|
130
|
|
|
Accounts payable and accrued expenses
|
|
(232
|
)
|
|
Debt
|
|
(56
|
)
|
|
Other noncurrent liabilities
|
|
(9
|
)
|
|
|
|
$
|
5,191
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Net sales
|
|
$
|
5,566
|
|
|
$
|
2,869
|
|
|
$
|
14,179
|
|
|
$
|
9,141
|
|
Net income (loss)
|
|
1,696
|
|
|
(303
|
)
|
|
2,776
|
|
|
(351
|
)
|
||||
Net income (loss) attributable to Micron
|
|
1,696
|
|
|
(303
|
)
|
|
2,776
|
|
|
(352
|
)
|
||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
1.53
|
|
|
(0.28
|
)
|
|
2.52
|
|
|
(0.32
|
)
|
||||
Diluted
|
|
1.44
|
|
|
(0.28
|
)
|
|
2.39
|
|
|
(0.32
|
)
|
As of
|
|
June 1, 2017
|
|
September 1, 2016
|
||||||||||||||||||||||||||||
|
|
Cash and Equivalents
|
|
Short-term Investments
|
|
Long-term Marketable Investments
(1)
|
|
Total Fair Value
|
|
Cash and Equivalents
|
|
Short-term Investments
|
|
Long-term Marketable Investments
(1)
|
|
Total Fair Value
|
||||||||||||||||
Cash
|
|
$
|
2,110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,110
|
|
|
$
|
2,258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,258
|
|
Level 1
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
|
1,528
|
|
|
—
|
|
|
—
|
|
|
1,528
|
|
|
1,507
|
|
|
—
|
|
|
—
|
|
|
1,507
|
|
||||||||
Level 2
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate bonds
|
|
—
|
|
|
172
|
|
|
256
|
|
|
428
|
|
|
—
|
|
|
142
|
|
|
235
|
|
|
377
|
|
||||||||
Certificates of deposit
|
|
380
|
|
|
9
|
|
|
8
|
|
|
397
|
|
|
373
|
|
|
33
|
|
|
—
|
|
|
406
|
|
||||||||
Government securities
|
|
6
|
|
|
61
|
|
|
76
|
|
|
143
|
|
|
2
|
|
|
62
|
|
|
82
|
|
|
146
|
|
||||||||
Asset-backed securities
|
|
—
|
|
|
4
|
|
|
131
|
|
|
135
|
|
|
—
|
|
|
12
|
|
|
97
|
|
|
109
|
|
||||||||
Commercial paper
|
|
24
|
|
|
36
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
|
|
$
|
4,048
|
|
|
$
|
282
|
|
|
$
|
471
|
|
|
$
|
4,801
|
|
|
$
|
4,140
|
|
|
$
|
258
|
|
|
$
|
414
|
|
|
$
|
4,812
|
|
(1)
|
The maturities of long-term marketable investments range from
one
to
four
years.
|
(2)
|
The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
|
(3)
|
The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to such pricing information as of
June 1, 2017
.
|
As of
|
|
June 1,
2017 |
|
September 1,
2016 |
||||
Trade receivables
|
|
$
|
3,188
|
|
|
$
|
1,765
|
|
Income and other taxes
|
|
90
|
|
|
119
|
|
||
Other
|
|
219
|
|
|
184
|
|
||
|
|
$
|
3,497
|
|
|
$
|
2,068
|
|
As of
|
|
June 1,
2017 |
|
September 1,
2016 |
||||
Finished goods
|
|
$
|
857
|
|
|
$
|
899
|
|
Work in process
|
|
1,901
|
|
|
1,761
|
|
||
Raw materials and supplies
|
|
306
|
|
|
229
|
|
||
|
|
$
|
3,064
|
|
|
$
|
2,889
|
|
As of
|
|
September 1,
2016 |
|
Additions
|
|
Retirements and Other
|
|
June 1,
2017 |
||||||||
Land
|
|
$
|
145
|
|
|
$
|
205
|
|
|
$
|
(5
|
)
|
|
$
|
345
|
|
Buildings
|
|
6,653
|
|
|
946
|
|
|
(30
|
)
|
|
7,569
|
|
||||
Equipment
(1)
|
|
25,910
|
|
|
5,934
|
|
|
(495
|
)
|
|
31,349
|
|
||||
Construction in progress
(2)
|
|
475
|
|
|
56
|
|
|
33
|
|
|
564
|
|
||||
Software
|
|
422
|
|
|
21
|
|
|
(1
|
)
|
|
442
|
|
||||
|
|
33,605
|
|
|
7,162
|
|
|
(498
|
)
|
|
40,269
|
|
||||
Accumulated depreciation
|
|
(18,919
|
)
|
|
(2,714
|
)
|
|
378
|
|
|
(21,255
|
)
|
||||
|
|
$
|
14,686
|
|
|
$
|
4,448
|
|
|
$
|
(120
|
)
|
|
$
|
19,014
|
|
(1)
|
Included costs related to equipment not placed into service of
$731 million
and
$1.47 billion
as of
June 1, 2017
and
September 1, 2016
, respectively.
|
(2)
|
Included building-related construction and tool installation costs for assets not placed into service.
|
As of
|
|
June 1, 2017
|
|
September 1, 2016
|
||||||||||
|
|
Investment Balance
|
|
Ownership Percentage
|
|
Investment Balance
|
|
Ownership Percentage
|
||||||
Inotera
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,314
|
|
|
33
|
%
|
Tera Probe
|
|
—
|
|
|
—
|
%
|
|
36
|
|
|
40
|
%
|
||
Other
|
|
15
|
|
|
Various
|
|
|
14
|
|
|
Various
|
|
||
|
|
$
|
15
|
|
|
|
|
|
$
|
1,364
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Inotera
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
9
|
|
|
$
|
35
|
|
Tera Probe
|
|
2
|
|
|
(22
|
)
|
|
(3
|
)
|
|
(16
|
)
|
||||
Other
|
|
—
|
|
|
1
|
|
|
1
|
|
|
5
|
|
||||
|
|
$
|
2
|
|
|
$
|
(40
|
)
|
|
$
|
7
|
|
|
$
|
24
|
|
As of
|
|
June 1, 2017
|
|
September 1, 2016
|
||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizing assets
|
|
|
|
|
|
|
|
|
||||||||
Product and process technology
|
|
$
|
756
|
|
|
$
|
(459
|
)
|
|
$
|
757
|
|
|
$
|
(402
|
)
|
Other
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
||||
|
|
757
|
|
|
(460
|
)
|
|
758
|
|
|
(402
|
)
|
||||
Non-amortizing assets
|
|
|
|
|
|
|
|
|
||||||||
In-process R&D
|
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total intangible assets
|
|
$
|
865
|
|
|
$
|
(460
|
)
|
|
$
|
866
|
|
|
$
|
(402
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
$
|
1,228
|
|
|
|
|
$
|
104
|
|
|
|
As of
|
|
June 1,
2017 |
|
September 1,
2016 |
||||
Accounts payable
|
|
$
|
1,494
|
|
|
$
|
1,186
|
|
Property, plant, and equipment payables
|
|
1,096
|
|
|
1,649
|
|
||
Salaries, wages, and benefits
|
|
505
|
|
|
289
|
|
||
Customer advances
|
|
156
|
|
|
132
|
|
||
Income and other taxes
|
|
104
|
|
|
41
|
|
||
Related party payables
|
|
—
|
|
|
273
|
|
||
Other
|
|
301
|
|
|
309
|
|
||
|
|
$
|
3,656
|
|
|
$
|
3,879
|
|
As of
|
|
June 1, 2017
|
|
September 1, 2016
|
||||||||||||||||||||||||||
|
|
Stated Rate
|
|
Effective Rate
|
|
Current
|
|
Long-Term
|
|
Total
|
|
Current
|
|
Long-Term
|
|
Total
|
||||||||||||||
MMJ creditor installment payments
|
|
N/A
|
|
|
6.52
|
%
|
|
$
|
154
|
|
|
$
|
465
|
|
|
$
|
619
|
|
|
$
|
189
|
|
|
$
|
680
|
|
|
$
|
869
|
|
Capital lease obligations
|
|
N/A
|
|
|
3.64
|
%
|
|
355
|
|
|
917
|
|
|
1,272
|
|
|
380
|
|
|
1,026
|
|
|
1,406
|
|
||||||
2021 MSAC senior secured term loan
|
3.467
|
%
|
|
3.76
|
%
|
|
38
|
|
|
583
|
|
|
621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
2021 MSTW senior secured term loan
|
2.852
|
%
|
|
3.02
|
%
|
|
—
|
|
|
2,643
|
|
|
2,643
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
2022 senior notes
|
|
5.875
|
%
|
|
6.14
|
%
|
|
—
|
|
|
591
|
|
|
591
|
|
|
—
|
|
|
590
|
|
|
590
|
|
||||||
2022 senior secured term loan B
|
|
3.550
|
%
|
|
3.97
|
%
|
|
5
|
|
|
726
|
|
|
731
|
|
|
5
|
|
|
730
|
|
|
735
|
|
||||||
2023 senior notes
|
|
5.250
|
%
|
|
5.43
|
%
|
|
—
|
|
|
991
|
|
|
991
|
|
|
—
|
|
|
990
|
|
|
990
|
|
||||||
2023 senior secured notes
|
|
7.500
|
%
|
|
7.69
|
%
|
|
—
|
|
|
1,238
|
|
|
1,238
|
|
|
—
|
|
|
1,237
|
|
|
1,237
|
|
||||||
2024 senior notes
|
|
5.250
|
%
|
|
5.38
|
%
|
|
—
|
|
|
546
|
|
|
546
|
|
|
—
|
|
|
546
|
|
|
546
|
|
||||||
2025 senior notes
|
|
5.500
|
%
|
|
5.56
|
%
|
|
—
|
|
|
515
|
|
|
515
|
|
|
—
|
|
|
1,139
|
|
|
1,139
|
|
||||||
2026 senior notes
|
|
5.625
|
%
|
|
5.73
|
%
|
|
—
|
|
|
128
|
|
|
128
|
|
|
—
|
|
|
446
|
|
|
446
|
|
||||||
2032C convertible senior notes
(1)
|
|
2.375
|
%
|
|
5.95
|
%
|
|
—
|
|
|
209
|
|
|
209
|
|
|
—
|
|
|
204
|
|
|
204
|
|
||||||
2032D convertible senior notes
(1)
|
|
3.125
|
%
|
|
6.33
|
%
|
|
—
|
|
|
157
|
|
|
157
|
|
|
—
|
|
|
154
|
|
|
154
|
|
||||||
2033E convertible senior notes
(1)
|
|
1.625
|
%
|
|
4.50
|
%
|
|
169
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
168
|
|
|
168
|
|
||||||
2033F convertible senior notes
(1)
|
|
2.125
|
%
|
|
4.93
|
%
|
|
276
|
|
|
—
|
|
|
276
|
|
|
—
|
|
|
271
|
|
|
271
|
|
||||||
2043G convertible senior notes
|
|
3.000
|
%
|
|
6.76
|
%
|
|
—
|
|
|
668
|
|
|
668
|
|
|
—
|
|
|
657
|
|
|
657
|
|
||||||
Other notes payable
|
|
2.038
|
%
|
|
2.57
|
%
|
|
164
|
|
|
108
|
|
|
272
|
|
|
182
|
|
|
316
|
|
|
498
|
|
||||||
|
|
|
|
|
|
$
|
1,161
|
|
|
$
|
10,485
|
|
|
$
|
11,646
|
|
|
$
|
756
|
|
|
$
|
9,154
|
|
|
$
|
9,910
|
|
(1)
|
Since the closing price of our common stock exceeded
130%
of the conversion price per share for at least
20
trading days in the
30
trading day period ended on March 31, 2017, these notes are convertible by the holders through the calendar quarter ending June 30, 2017. The closing price of our common stock also exceeded the thresholds for the calendar quarter ended June 30, 2017; therefore, these notes are convertible by the holders through September 30, 2017. The 2033 Notes were classified as current as of
June 1, 2017
because the terms of these notes require us to pay cash for the principal amount of any converted notes and holders of these notes had the right to convert their notes as of that date. In addition, the holders of the 2033E Notes can require us to repurchase for cash all or a portion of the 2033E Notes on February 15, 2018.
|
•
|
MSTW must maintain a consolidated ratio of total liabilities to adjusted EBITDA not higher than
5.5
x in 2017 and 2018, and not higher than
4.5
x in 2019 through 2021;
|
•
|
MSTW must maintain adjusted consolidated tangible net worth of not less than
4.0 billion
New Taiwan dollars in 2017 and 2018, not less than
6.5 billion
New Taiwan dollars in 2019 and 2020, and not less than
12.0 billion
New Taiwan dollars in 2021;
|
•
|
on a consolidated basis, Micron must maintain a ratio of total liabilities to adjusted EBITDA not higher than
3.5
x in 2017, not higher than
3.0
x in 2018 and 2019, and not higher than
2.5
x in 2020 and 2021; and
|
•
|
on a consolidated basis, Micron must maintain adjusted tangible net worth not less than
$9.0 billion
in 2017, not less than
$12.5 billion
in 2018 and 2019, and not less than
$16.5 billion
in 2020 and 2021.
|
As of
|
|
June 1, 2017
|
|
September 1, 2016
|
||||||||||
|
|
Noncontrolling Interest Balance
|
|
Noncontrolling Interest Percentage
|
|
Noncontrolling Interest Balance
|
|
Noncontrolling Interest Percentage
|
||||||
IMFT
|
|
$
|
832
|
|
|
49
|
%
|
|
$
|
832
|
|
|
49
|
%
|
Other
|
|
16
|
|
|
Various
|
|
|
16
|
|
|
Various
|
|
||
|
|
$
|
848
|
|
|
|
|
$
|
848
|
|
|
|
As of
|
|
June 1,
2017 |
|
September 1,
2016 |
||||
Assets
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
113
|
|
|
$
|
98
|
|
Receivables
|
|
84
|
|
|
89
|
|
||
Inventories
|
|
120
|
|
|
68
|
|
||
Other current assets
|
|
4
|
|
|
6
|
|
||
Total current assets
|
|
321
|
|
|
261
|
|
||
Property, plant, and equipment, net
|
|
1,748
|
|
|
1,792
|
|
||
Other noncurrent assets
|
|
49
|
|
|
50
|
|
||
Total assets
|
|
$
|
2,118
|
|
|
$
|
2,103
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
215
|
|
|
$
|
175
|
|
Deferred income
|
|
6
|
|
|
7
|
|
||
Current debt
|
|
19
|
|
|
16
|
|
||
Total current liabilities
|
|
240
|
|
|
198
|
|
||
Long-term debt
|
|
80
|
|
|
66
|
|
||
Other noncurrent liabilities
|
|
89
|
|
|
94
|
|
||
Total liabilities
|
|
$
|
409
|
|
|
$
|
358
|
|
As of
|
|
June 1, 2017
|
|
September 1, 2016
|
||||||||||||
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
Notes and MMJ creditor installment payments
|
|
$
|
9,307
|
|
|
$
|
8,895
|
|
|
$
|
7,257
|
|
|
$
|
7,050
|
|
Convertible notes
|
|
3,747
|
|
|
1,479
|
|
|
2,408
|
|
|
1,454
|
|
|
|
Notional Amount (in U.S. Dollars)
|
|
Fair Value
|
||||||||
Current Assets
(1)
|
|
Current Liabilities
(2)
|
||||||||||
As of June 1, 2017
|
|
|
|
|
|
|
||||||
New Taiwan dollar
|
|
$
|
3,083
|
|
|
$
|
49
|
|
|
$
|
—
|
|
Yen
|
|
1,177
|
|
|
4
|
|
|
(1
|
)
|
|||
Singapore dollar
|
|
389
|
|
|
1
|
|
|
—
|
|
|||
Euro
|
|
193
|
|
|
1
|
|
|
—
|
|
|||
Other
|
|
45
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
4,887
|
|
|
$
|
55
|
|
|
$
|
(1
|
)
|
As of September 1, 2016
|
|
|
|
|
|
|
||||||
Yen
|
|
$
|
1,668
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
Singapore dollar
|
|
206
|
|
|
—
|
|
|
—
|
|
|||
Euro
|
|
93
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
85
|
|
|
—
|
|
|
(1
|
)
|
|||
|
|
$
|
2,052
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
(1)
|
Included in receivables – other.
|
(2)
|
Included in accounts payable and accrued expenses – other.
|
|
|
Notional Amount (in U.S. Dollars)
|
|
Fair Value
|
||||||||
|
|
Current Assets
(1)
|
|
Current Liabilities
(2)
|
||||||||
As of June 1, 2017
|
|
|
|
|
|
|
||||||
Euro
|
|
$
|
129
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Yen
|
|
86
|
|
|
1
|
|
|
(1
|
)
|
|||
|
|
$
|
215
|
|
|
$
|
6
|
|
|
$
|
(1
|
)
|
As of September 1, 2016
|
|
|
|
|
|
|
|
|
||||
Euro
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Yen
|
|
107
|
|
|
2
|
|
|
(1
|
)
|
|||
|
|
$
|
172
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
(1)
|
Included in receivables – other.
|
(2)
|
Included in accounts payable and accrued expenses – other.
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Stock options granted
|
|
1
|
|
|
1
|
|
|
7
|
|
|
8
|
|
||||
Weighted-average grant-date fair value per share
|
|
$
|
11.64
|
|
|
$
|
4.92
|
|
|
$
|
8.59
|
|
|
$
|
6.96
|
|
Average expected life in years
|
|
5.5
|
|
|
5.6
|
|
|
5.5
|
|
|
5.5
|
|
||||
Weighted-average expected volatility
|
|
44
|
%
|
|
51
|
%
|
|
46
|
%
|
|
47
|
%
|
||||
Weighted-average risk-free interest rate
|
|
2.0
|
%
|
|
1.3
|
%
|
|
1.8
|
%
|
|
1.7
|
%
|
||||
Expected dividend yield
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Restricted stock awards granted
|
|
—
|
|
|
—
|
|
|
8
|
|
|
9
|
|
||||
Weighted-average grant-date fair value per share
|
|
$
|
27.75
|
|
|
$
|
10.35
|
|
|
$
|
19.10
|
|
|
$
|
15.75
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Stock-based compensation expense by caption
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
$
|
24
|
|
|
$
|
21
|
|
|
$
|
66
|
|
|
$
|
58
|
|
Selling, general, and administrative
|
|
20
|
|
|
14
|
|
|
53
|
|
|
52
|
|
||||
Research and development
|
|
13
|
|
|
12
|
|
|
39
|
|
|
38
|
|
||||
|
|
$
|
57
|
|
|
$
|
47
|
|
|
$
|
158
|
|
|
$
|
148
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense by type of award
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock options
|
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
54
|
|
|
$
|
61
|
|
Restricted stock awards
|
|
38
|
|
|
28
|
|
|
104
|
|
|
87
|
|
||||
|
|
$
|
57
|
|
|
$
|
47
|
|
|
$
|
158
|
|
|
$
|
148
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
2016 Restructuring Plan
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
—
|
|
Other
|
|
12
|
|
|
—
|
|
|
12
|
|
|
16
|
|
||||
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
16
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Loss on restructure of debt
|
|
$
|
(61
|
)
|
|
$
|
(3
|
)
|
|
$
|
(63
|
)
|
|
$
|
(4
|
)
|
Loss from changes in currency exchange rates
|
|
(22
|
)
|
|
(5
|
)
|
|
(62
|
)
|
|
(13
|
)
|
||||
Gain on remeasurement of previously-held equity interest in Inotera
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
||||
Other
|
|
—
|
|
|
(26
|
)
|
|
(9
|
)
|
|
(27
|
)
|
||||
|
|
$
|
(83
|
)
|
|
$
|
(34
|
)
|
|
$
|
(63
|
)
|
|
$
|
(44
|
)
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and Inotera
|
|
$
|
(31
|
)
|
|
$
|
(71
|
)
|
|
$
|
(52
|
)
|
|
$
|
(103
|
)
|
U.S. valuation allowance release resulting from business acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
Other income tax (provision) benefit, primarily other non-U.S. operations
|
|
(61
|
)
|
|
56
|
|
|
(109
|
)
|
|
46
|
|
||||
|
|
$
|
(92
|
)
|
|
$
|
(15
|
)
|
|
$
|
(161
|
)
|
|
$
|
(16
|
)
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Net income (loss) available to Micron – Basic and Diluted
|
|
$
|
1,647
|
|
|
$
|
(215
|
)
|
|
$
|
2,721
|
|
|
$
|
(106
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding – Basic
|
|
1,106
|
|
|
1,036
|
|
|
1,082
|
|
|
1,035
|
|
||||
Dilutive effect of equity plans and convertible notes
|
|
71
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||||
Weighted-average common shares outstanding – Diluted
|
|
1,177
|
|
|
1,036
|
|
|
1,142
|
|
|
1,035
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.49
|
|
|
$
|
(0.21
|
)
|
|
$
|
2.52
|
|
|
$
|
(0.10
|
)
|
Diluted
|
|
1.40
|
|
|
(0.21
|
)
|
|
2.38
|
|
|
(0.10
|
)
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
June 1,
2017 |
|
June 2,
2016 |
|
June 1,
2017 |
|
June 2,
2016 |
||||||||
Net sales
|
|
|
|
|
|
|
|
|
||||||||
CNBU
|
|
$
|
2,389
|
|
|
$
|
1,090
|
|
|
$
|
5,776
|
|
|
$
|
3,282
|
|
SBU
|
|
1,316
|
|
|
719
|
|
|
3,217
|
|
|
2,504
|
|
||||
MBU
|
|
1,129
|
|
|
561
|
|
|
3,243
|
|
|
1,898
|
|
||||
EBU
|
|
700
|
|
|
487
|
|
|
1,868
|
|
|
1,426
|
|
||||
All Other
|
|
32
|
|
|
41
|
|
|
80
|
|
|
72
|
|
||||
|
|
$
|
5,566
|
|
|
$
|
2,898
|
|
|
$
|
14,184
|
|
|
$
|
9,182
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
|
||||||
CNBU
|
|
$
|
1,219
|
|
|
$
|
(42
|
)
|
|
$
|
2,159
|
|
|
$
|
(35
|
)
|
SBU
|
|
276
|
|
|
(49
|
)
|
|
302
|
|
|
(66
|
)
|
||||
MBU
|
|
304
|
|
|
(6
|
)
|
|
563
|
|
|
132
|
|
||||
EBU
|
|
256
|
|
|
115
|
|
|
627
|
|
|
332
|
|
||||
All Other
|
|
16
|
|
|
13
|
|
|
35
|
|
|
21
|
|
||||
|
|
2,071
|
|
|
31
|
|
|
3,686
|
|
|
384
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Unallocated
|
|
|
|
|
|
|
|
|
||||||||
Flow-through of Inotera inventory step up
|
|
(36
|
)
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
||||
Stock-based compensation
|
|
(57
|
)
|
|
(47
|
)
|
|
(158
|
)
|
|
(148
|
)
|
||||
Restructure and asset impairments
|
|
(12
|
)
|
|
—
|
|
|
(45
|
)
|
|
(16
|
)
|
||||
Other
|
|
(3
|
)
|
|
(11
|
)
|
|
(21
|
)
|
|
(20
|
)
|
||||
|
|
(108
|
)
|
|
(58
|
)
|
|
(320
|
)
|
|
(184
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
$
|
1,963
|
|
|
$
|
(27
|
)
|
|
$
|
3,366
|
|
|
$
|
200
|
|
•
|
Overview
:
Overview of our operations, business, and highlights of key events.
|
•
|
Results of Operations
:
An analysis of our financial results consisting of the following:
|
◦
|
Consolidated results;
|
◦
|
Operating results by business segment;
|
◦
|
Operating results by product; and
|
◦
|
Operating expenses and other.
|
•
|
Liquidity and Capital Resources
:
An analysis of changes in our balance sheet and cash flows and discussion of our financial condition and liquidity.
|
•
|
Recently Adopted and Issued Accounting Standards
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
|||||||||||||||||||||||||||||
|
|
2017
|
|
% of Net Sales
|
|
2016
|
|
% of Net Sales
|
|
2017
|
|
% of Net Sales
|
|
2017
|
|
% of Net Sales
|
|
2016
|
|
% of Net Sales
|
|||||||||||||||
Net sales
|
|
$
|
5,566
|
|
|
100
|
%
|
|
$
|
2,898
|
|
|
100
|
%
|
|
$
|
4,648
|
|
|
100
|
%
|
|
$
|
14,184
|
|
|
100
|
%
|
|
$
|
9,182
|
|
|
100
|
%
|
Cost of goods sold
|
|
2,957
|
|
|
53
|
%
|
|
2,400
|
|
|
83
|
%
|
|
2,944
|
|
|
63
|
%
|
|
8,860
|
|
|
62
|
%
|
|
7,256
|
|
|
79
|
%
|
|||||
Gross margin
|
|
2,609
|
|
|
47
|
%
|
|
498
|
|
|
17
|
%
|
|
1,704
|
|
|
37
|
%
|
|
5,324
|
|
|
38
|
%
|
|
1,926
|
|
|
21
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
SG&A
|
|
204
|
|
|
4
|
%
|
|
148
|
|
|
5
|
%
|
|
187
|
|
|
4
|
%
|
|
550
|
|
|
4
|
%
|
|
502
|
|
|
5
|
%
|
|||||
R&D
|
|
434
|
|
|
8
|
%
|
|
382
|
|
|
13
|
%
|
|
473
|
|
|
10
|
%
|
|
1,377
|
|
|
10
|
%
|
|
1,206
|
|
|
13
|
%
|
|||||
Restructure and asset impairments
|
|
12
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
4
|
|
|
—
|
%
|
|
45
|
|
|
—
|
%
|
|
16
|
|
|
—
|
%
|
|||||
Other operating (income) expense, net
|
|
(4
|
)
|
|
—
|
%
|
|
(5
|
)
|
|
—
|
%
|
|
(4
|
)
|
|
—
|
%
|
|
(14
|
)
|
|
—
|
%
|
|
2
|
|
|
—
|
%
|
|||||
Operating income (loss)
|
|
1,963
|
|
|
35
|
%
|
|
(27
|
)
|
|
(1
|
)%
|
|
1,044
|
|
|
22
|
%
|
|
3,366
|
|
|
24
|
%
|
|
200
|
|
|
2
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest income (expense), net
|
|
(143
|
)
|
|
(3
|
)%
|
|
(99
|
)
|
|
(3
|
)%
|
|
(153
|
)
|
|
(3
|
)%
|
|
(428
|
)
|
|
(3
|
)%
|
|
(269
|
)
|
|
(3
|
)%
|
|||||
Other non-operating income (expense), net
|
|
(83
|
)
|
|
(1
|
)%
|
|
(34
|
)
|
|
(1
|
)%
|
|
34
|
|
|
1
|
%
|
|
(63
|
)
|
|
—
|
%
|
|
(44
|
)
|
|
—
|
%
|
|||||
Income tax (provision) benefit
|
|
(92
|
)
|
|
(2
|
)%
|
|
(15
|
)
|
|
(1
|
)%
|
|
(38
|
)
|
|
(1
|
)%
|
|
(161
|
)
|
|
(1
|
)%
|
|
(16
|
)
|
|
—
|
%
|
|||||
Equity in net income (loss) of equity method investees
|
|
2
|
|
|
—
|
%
|
|
(40
|
)
|
|
(1
|
)%
|
|
7
|
|
|
—
|
%
|
|
7
|
|
|
—
|
%
|
|
24
|
|
|
—
|
%
|
|||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(1
|
)
|
|
—
|
%
|
|||||
Net income (loss) attributable to Micron
|
|
$
|
1,647
|
|
|
30
|
%
|
|
$
|
(215
|
)
|
|
(7
|
)%
|
|
$
|
894
|
|
|
19
|
%
|
|
$
|
2,721
|
|
|
19
|
%
|
|
$
|
(106
|
)
|
|
(1
|
)%
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
|||||||||||||||||||||||||||||
|
|
2017
|
|
% of Total
|
|
2016
|
|
% of Total
|
|
2017
|
|
% of Total
|
|
2017
|
|
% of Total
|
|
2016
|
|
% of Total
|
|||||||||||||||
CNBU
|
|
$
|
2,389
|
|
|
43
|
%
|
|
$
|
1,090
|
|
|
38
|
%
|
|
$
|
1,917
|
|
|
41
|
%
|
|
$
|
5,776
|
|
|
41
|
%
|
|
$
|
3,282
|
|
|
36
|
%
|
SBU
|
|
1,316
|
|
|
24
|
%
|
|
719
|
|
|
25
|
%
|
|
1,041
|
|
|
22
|
%
|
|
3,217
|
|
|
23
|
%
|
|
2,504
|
|
|
27
|
%
|
|||||
MBU
|
|
1,129
|
|
|
20
|
%
|
|
561
|
|
|
19
|
%
|
|
1,082
|
|
|
23
|
%
|
|
3,243
|
|
|
23
|
%
|
|
1,898
|
|
|
21
|
%
|
|||||
EBU
|
|
700
|
|
|
13
|
%
|
|
487
|
|
|
17
|
%
|
|
590
|
|
|
13
|
%
|
|
1,868
|
|
|
13
|
%
|
|
1,426
|
|
|
16
|
%
|
|||||
All Other
|
|
32
|
|
|
1
|
%
|
|
41
|
|
|
1
|
%
|
|
18
|
|
|
—
|
%
|
|
80
|
|
|
1
|
%
|
|
72
|
|
|
1
|
%
|
|||||
|
|
$
|
5,566
|
|
|
|
|
$
|
2,898
|
|
|
|
|
$
|
4,648
|
|
|
|
|
$
|
14,184
|
|
|
|
|
$
|
9,182
|
|
|
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
||||||||||
Net sales
|
|
$
|
2,389
|
|
|
$
|
1,090
|
|
|
$
|
1,917
|
|
|
$
|
5,776
|
|
|
$
|
3,282
|
|
Operating income (loss)
|
|
1,219
|
|
|
(42
|
)
|
|
736
|
|
|
2,159
|
|
|
(35
|
)
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
||||||||||
Net sales
|
|
$
|
1,316
|
|
|
$
|
719
|
|
|
$
|
1,041
|
|
|
$
|
3,217
|
|
|
$
|
2,504
|
|
Operating income (loss)
|
|
276
|
|
|
(49
|
)
|
|
71
|
|
|
302
|
|
|
(66
|
)
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
||||||||||
Net sales
|
|
$
|
1,129
|
|
|
$
|
561
|
|
|
$
|
1,082
|
|
|
$
|
3,243
|
|
|
$
|
1,898
|
|
Operating income (loss)
|
|
304
|
|
|
(6
|
)
|
|
170
|
|
|
563
|
|
|
132
|
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
||||||||||
Net sales
|
|
$
|
700
|
|
|
$
|
487
|
|
|
$
|
590
|
|
|
$
|
1,868
|
|
|
$
|
1,426
|
|
Operating income
|
|
256
|
|
|
115
|
|
|
193
|
|
|
627
|
|
|
332
|
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
|||||||||||||||||||||||||||||
|
|
2017
|
|
% of Total
|
|
2016
|
|
% of Total
|
|
2017
|
|
% of Total
|
|
2017
|
|
% of Total
|
|
2016
|
|
% of Total
|
|||||||||||||||
DRAM
|
|
$
|
3,559
|
|
|
64
|
%
|
|
$
|
1,728
|
|
|
60
|
%
|
|
$
|
2,960
|
|
|
64
|
%
|
|
$
|
8,940
|
|
|
63
|
%
|
|
$
|
5,261
|
|
|
57
|
%
|
Trade NAND
|
|
1,706
|
|
|
31
|
%
|
|
908
|
|
|
31
|
%
|
|
1,412
|
|
|
30
|
%
|
|
4,390
|
|
|
31
|
%
|
|
3,125
|
|
|
34
|
%
|
|||||
Non-Trade
|
|
138
|
|
|
2
|
%
|
|
120
|
|
|
4
|
%
|
|
158
|
|
|
3
|
%
|
|
419
|
|
|
3
|
%
|
|
372
|
|
|
4
|
%
|
|||||
Other
|
|
163
|
|
|
3
|
%
|
|
142
|
|
|
5
|
%
|
|
118
|
|
|
3
|
%
|
|
435
|
|
|
3
|
%
|
|
424
|
|
|
5
|
%
|
|||||
|
|
$
|
5,566
|
|
|
|
|
$
|
2,898
|
|
|
|
|
$
|
4,648
|
|
|
|
|
$
|
14,184
|
|
|
|
|
$
|
9,182
|
|
|
|
|
|
Third Quarter 2017 Versus
|
|
First Nine Months 2017 Versus
|
|||||
|
|
Second Quarter
|
|
Third Quarter
|
|
First Nine Months
|
|||
|
|
2017
|
|
2016
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
|
|
(percentage change from period indicated)
|
|||||||
Net sales
|
|
20
|
%
|
|
106
|
%
|
|
70
|
%
|
Average selling prices per gigabit
|
|
14
|
%
|
|
37
|
%
|
|
6
|
%
|
Gigabits sold
|
|
5
|
%
|
|
51
|
%
|
|
60
|
%
|
Cost per gigabit
|
|
(7
|
)%
|
|
(22
|
)%
|
|
(22
|
)%
|
|
|
Third Quarter 2017 Versus
|
|
First Nine Months 2017 Versus
|
|||||
|
|
Second Quarter
|
|
Third Quarter
|
|
First Nine Months
|
|||
|
|
2017
|
|
2016
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
|
|
(percentage change from period indicated)
|
|||||||
Net sales
|
|
21
|
%
|
|
88
|
%
|
|
40
|
%
|
Average selling prices per gigabit
|
|
3
|
%
|
|
(4
|
)%
|
|
(13
|
)%
|
Gigabits sold
|
|
17
|
%
|
|
94
|
%
|
|
61
|
%
|
Cost per gigabit
|
|
(12
|
)%
|
|
(31
|
)%
|
|
(26
|
)%
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
||||||||||
Utilization of and other changes in net deferred tax assets of MMJ, MMT, and Inotera
|
|
$
|
(31
|
)
|
|
$
|
(71
|
)
|
|
$
|
(8
|
)
|
|
$
|
(52
|
)
|
|
$
|
(103
|
)
|
U.S. valuation allowance release resulting from business acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Other income tax (provision) benefit, primarily other non-U.S. operations
|
|
(61
|
)
|
|
56
|
|
|
(30
|
)
|
|
(109
|
)
|
|
46
|
|
|||||
|
|
$
|
(92
|
)
|
|
$
|
(15
|
)
|
|
$
|
(38
|
)
|
|
$
|
(161
|
)
|
|
$
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effective tax rate
|
|
5.3
|
%
|
|
(9.4
|
)%
|
|
4.1
|
%
|
|
5.6
|
%
|
|
(14.2
|
)%
|
•
|
operations in tax jurisdictions, including Singapore and Taiwan, where our earnings are indefinitely reinvested and the tax rates are significantly lower than the U.S. statutory rate;
|
•
|
operations outside the U.S., including Singapore, where we have tax incentive arrangements that further decrease our effective tax rates; and
|
•
|
a valuation allowance against substantially all of our U.S. net deferred tax assets.
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Nine Months
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
||||||||||
Inotera
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
35
|
|
Tera Probe
|
|
2
|
|
|
(22
|
)
|
|
7
|
|
|
(3
|
)
|
|
(16
|
)
|
|||||
Other
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|||||
|
|
$
|
2
|
|
|
$
|
(40
|
)
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
24
|
|
•
|
Equity Plans
|
•
|
Restructure and Asset Impairments
|
•
|
Other Non-Operating Income (Expense), Net
|
As of
|
|
June 1,
2017 |
|
September 1,
2016 |
||||
Cash and equivalents and short-term investments
|
|
$
|
4,330
|
|
|
$
|
4,398
|
|
Long-term marketable investments
|
|
471
|
|
|
414
|
|
|
|
First Nine Months
|
||||||
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
4,950
|
|
|
$
|
2,272
|
|
Net cash provided by (used for) investing activities
|
|
(6,239
|
)
|
|
(1,642
|
)
|
||
Net cash provided by (used for) financing activities
|
|
1,207
|
|
|
1,703
|
|
||
Effect of changes in currency exchange rates on cash and equivalents
|
|
(10
|
)
|
|
7
|
|
||
Net increase (decrease) in cash and equivalents
|
|
$
|
(92
|
)
|
|
$
|
2,340
|
|
|
|
Settlement Option for
|
|
|
|
If Settled With Minimum Cash Required Per the Terms of Each Note
|
|
|
||||||||||
|
|
Principal Amount
|
|
Amount in Excess of Principal
|
|
Underlying Shares
|
|
Cash
|
|
Remainder in Shares
|
|
If Settled Entirely With Cash
|
||||||
2032C Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
23
|
|
|
$
|
—
|
|
|
23
|
|
|
$
|
714
|
|
2032D Notes
|
|
Cash and/or shares
|
|
Cash and/or shares
|
|
18
|
|
|
—
|
|
|
18
|
|
|
546
|
|
||
2033E Notes
|
|
Cash
|
|
Cash and/or shares
|
|
16
|
|
|
173
|
|
|
10
|
|
|
486
|
|
||
2033F Notes
|
|
Cash
|
|
Cash and/or shares
|
|
27
|
|
|
297
|
|
|
18
|
|
|
836
|
|
||
|
|
|
|
|
|
84
|
|
|
$
|
470
|
|
|
69
|
|
|
$
|
2,582
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
As of June 1, 2017
|
|
Total
|
|
Remainder of 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and Thereafter
|
||||||||||||||
Notes payable
(1)(2)
|
|
$
|
13,316
|
|
|
$
|
182
|
|
|
$
|
1,009
|
|
|
$
|
1,533
|
|
|
$
|
2,053
|
|
|
$
|
1,567
|
|
|
$
|
6,972
|
|
Capital lease obligations
(2)
|
|
1,442
|
|
|
105
|
|
|
394
|
|
|
332
|
|
|
228
|
|
|
96
|
|
|
287
|
|
|||||||
Operating leases
(3)
|
|
144
|
|
|
7
|
|
|
27
|
|
|
26
|
|
|
21
|
|
|
17
|
|
|
46
|
|
|||||||
Total
|
|
$
|
14,902
|
|
|
$
|
294
|
|
|
$
|
1,430
|
|
|
$
|
1,891
|
|
|
$
|
2,302
|
|
|
$
|
1,680
|
|
|
$
|
7,305
|
|
(1)
|
Amounts include MMJ Creditor Installment Payments, convertible notes, and other notes.
|
(2)
|
Amounts include principal and interest.
|
(3)
|
Amounts include contractually obligated minimum lease payments for operating leases having an initial noncancelable term in excess of one year.
|
|
|
DRAM
|
|
Trade NAND
|
||
|
|
|
|
|
||
|
|
(percentage change in average selling prices)
|
||||
2016 from 2015
|
|
(35
|
)%
|
|
(20
|
)%
|
2015 from 2014
|
|
(11
|
)%
|
|
(17
|
)%
|
2014 from 2013
|
|
6
|
%
|
|
(23
|
)%
|
2013 from 2012
|
|
(11
|
)%
|
|
(18
|
)%
|
2012 from 2011
|
|
(45
|
)%
|
|
(55
|
)%
|
•
|
require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow available to fund working capital, capital expenditures, acquisitions, R&D expenditures, and other business activities;
|
•
|
result in certain of our debt instruments being accelerated to be immediately due and payable or being deemed to be in default if certain terms of default are triggered under cross-default and/or cross-acceleration provisions;
|
•
|
result in all obligations owing under the 2021 MSTW Term Loan being accelerated to be immediately due and payable if our MSTW subsidiary fails to comply with financial covenants;
|
•
|
increase the interest rate under the 2021 MSTW Term Loan if we or MSTW fails to maintain certain financial covenants;
|
•
|
adversely impact our credit rating, which could increase future borrowing costs;
|
•
|
limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, R&D, and other general corporate requirements;
|
•
|
restrict our ability to incur indebtedness, create or incur certain liens, and enter into sale-leaseback financing transactions;
|
•
|
increase our vulnerability to adverse economic and semiconductor memory industry conditions;
|
•
|
increase our exposure to interest rate risk from variable rate indebtedness;
|
•
|
continue to dilute our earnings per share as a result of the conversion provisions in our convertible notes; and
|
•
|
require us to continue to pay cash amounts substantially in excess of the principal amounts upon settlement of our convertible notes to minimize dilution of our earnings per share.
|
•
|
we may be unable to realize the anticipated financial benefits of the acquisition;
|
•
|
increased exposure to the DRAM market, which has historically experienced significant declines in pricing;
|
•
|
increased leverage resulting from the transaction;
|
•
|
higher capital expenditures in future periods;
|
•
|
increased exposure to operating costs denominated in New Taiwan dollars;
|
•
|
changed relationship with Nanya and its affiliated companies;
|
•
|
effectiveness of internal controls and disclosure controls and procedures;
|
•
|
effectiveness of environmental, health and safety, anti-corruption, human resource, and other policies or practices;
|
•
|
integration issues with Inotera's manufacturing operations in Taiwan; and
|
•
|
integration of business systems and processes.
|
•
|
that we will be successful in developing competitive
new semiconductor memory technologies;
|
•
|
that we will be able to cost-effectively manufacture new products;
|
•
|
that we will be able to successfully market these technologies; and
|
•
|
that margins generated from sales of these products will allow us to recover costs of development efforts.
|
•
|
we may be required to compensate customers for costs incurred or damages caused by defective or incompatible product and to replace products;
|
•
|
we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages; and
|
•
|
we may encounter adverse publicity, which could cause a decrease in sales of our products.
|
•
|
our interests could diverge from our partners' or we may not be able to agree with partners on ongoing manufacturing and operational activities, or on the amount, timing, or nature of further investments in our joint venture;
|
•
|
our joint venture partners' products may compete with our products;
|
•
|
we may experience difficulties in transferring technology to joint ventures;
|
•
|
we may experience difficulties and delays in ramping production at joint ventures;
|
•
|
our control over the operations of our joint ventures is limited;
|
•
|
we may recognize losses from our equity method investments;
|
•
|
due to financial constraints, our joint venture partners may be unable to meet their commitments to us or our joint ventures and may pose credit risks for our transactions with them;
|
•
|
due to differing business models or long-term business goals, we and our partners may not participate to the same extent on funding capital investments in our joint ventures;
|
•
|
cash flows may be inadequate to fund increased capital requirements;
|
•
|
we may experience difficulties or delays in collecting amounts due to us from our joint ventures and partners;
|
•
|
the terms of our partnering arrangements may turn out to be unfavorable; and
|
•
|
changes in tax, legal, or regulatory requirements may necessitate changes in the agreements with our partners.
|
•
|
integrating the operations, technologies, and products of acquired or newly formed entities into our operations;
|
•
|
increasing capital expenditures to upgrade and maintain facilities;
|
•
|
increased debt levels;
|
•
|
the assumption of unknown or underestimated liabilities;
|
•
|
the use of cash to finance a transaction, which may reduce the availability of cash to fund working capital, capital expenditures, R&D expenditures, and other business activities;
|
•
|
diverting management's attention from daily operations;
|
•
|
managing larger or more complex operations and facilities and employees in separate and diverse geographic areas;
|
•
|
hiring and retaining key employees;
|
•
|
requirements imposed by governmental authorities in connection with the regulatory review of a transaction, which may include, among other things, divestitures or restrictions on the conduct of our business or the acquired business;
|
•
|
inability to realize synergies or other expected benefits;
|
•
|
failure to maintain customer, vendor, and other relationships;
|
•
|
inadequacy or ineffectiveness of an acquired company's internal financial controls, disclosure controls and procedures, and/or environmental, health and safety, anti-corruption, human resource, or other policies or practices; and
|
•
|
impairment of acquired intangible assets and goodwill as a result of changing business conditions, technological advancements, or worse-than-expected performance of the acquired business.
|
•
|
suspension of production;
|
•
|
remediation costs;
|
•
|
alteration of our manufacturing processes;
|
•
|
regulatory penalties, fines, and legal liabilities; and
|
•
|
reputational challenges.
|
•
|
export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds;
|
•
|
compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act, export and import laws, and similar rules and regulations;
|
•
|
theft of intellectual property;
|
•
|
political and economic instability;
|
•
|
problems with the transportation or delivery of our products;
|
•
|
issues arising from cultural or language differences and labor unrest;
|
•
|
longer payment cycles and greater difficulty in collecting accounts receivable;
|
•
|
compliance with trade, technical standards, and other laws in a variety of jurisdictions;
|
•
|
contractual and regulatory limitations on our ability to maintain flexibility with our staffing levels;
|
•
|
disruptions to our manufacturing operations as a result of actions imposed by foreign governments;
|
•
|
changes in economic policies of foreign governments; and
|
•
|
difficulties in staffing and managing international operations.
|
Period
|
|
(a) Total number of shares purchased
|
|
(b) Average price paid per share
|
|
(c) Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
||||||||
March 3, 2017
|
–
|
April 6, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
294,184,917
|
|
April 7, 2017
|
–
|
May 4, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294,184,917
|
|
||
May 5, 2017
|
–
|
June 1, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294,184,917
|
|
||
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant (1)
|
3.2
|
|
Bylaws of the Registrant, Amended and Restated (2)
|
10.67
|
|
Executive Agreement dated April 26, 2017 by and between Micron Technology, Inc. and Sanjay Mehrotra
|
10.68
|
|
Second Amendment to the Credit Agreement, dated April 26, 2017, by and among Micron Technology, Inc., as borrower, Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent, and the other agents party thereto and each financial institution party from time to time thereto
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
Micron Technology, Inc.
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
June 30, 2017
|
/s/ Ernest E. Maddock
|
|
|
Ernest E. Maddock
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
MICRON TECHNOLOGY, INC.
|
|
OFFICER
|
|
|
|
/s/ April Arnzen
|
|
/s/ Sanjay Mehrotra
|
By: April Arnzen
|
|
Name: Sanjay Mehrotra
|
Title: Vice President, Human Resources
|
|
Title: CEO Micron Technology, Inc.
|
|
|
|
April 26, 2017
|
|
April 26, 2017
|
Date
|
|
Date
|
|
|
|
MICRON TECHNOLOGY, INC.
|
|
|
|
|
|
|
By:
|
/s/ Donald E. Whitt
|
|
Name: Don Whitt
Title:Vice President, Tax and Treasury
|
|
MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent
|
|
|
|
|
|
|
By:
|
/s/ Lisa Hanson
|
|
Name: Lisa Hanson
Title: Vice President
|
|
|
as a Lender (type name of the legal entity)
|
|
|
|
|
|
By:
|
|
|
Name:
Title:
|
|
|
If a second signature is necessary:
|
|
|
|
|
|
By:
|
|
|
Name:
Title:
|
|
MICRON TECHNOLOGY, INC.
|
|
|
|
|
|
|
By:
|
|
|
Name:
Title:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Micron Technology, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
June 30, 2017
|
/s/ Sanjay Mehrotra
|
|
|
Sanjay Mehrotra
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Micron Technology, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
June 30, 2017
|
/s/ Ernest E. Maddock
|
|
|
Ernest E. Maddock
Senior Vice President and Chief Financial Officer
|
Date:
|
June 30, 2017
|
/s/ Sanjay Mehrotra
|
|
|
Sanjay Mehrotra
President and Chief Executive Officer
|
Date:
|
June 30, 2017
|
/s/ Ernest E. Maddock
|
|
|
Ernest E. Maddock
Senior Vice President and Chief Financial Officer
|